Assess whether earnout definitions will cause a post-close fight (28f608)

Situation

The desk packet is management-team retention and key-person map after add-backs that are just delayed opex. Buy-side QoE lead in a sponsor doing confirmatory after a tight auction has to name Proceed or Reprice for this M&A Due Diligence Separation and Integration file.

Decision

Buy-side QoE lead in a sponsor doing confirmatory after a tight auction must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after add-backs that are just delayed opex.

Hypotheses to test

• Management-team retention and key-person map reads as Proceed once add-backs that are just delayed opex is lined up to the same M&A Due Diligence population.
• Management-team retention and key-person map is closer to Reprice after add-backs that are just delayed opex; Proceed would over-claim this Separation and Integration extract.
• Walk is still live in management-team retention and key-person map for buy-side QoE lead in a sponsor doing confirmatory after a tight auction.
• Management-team retention and key-person map is missing the fact buy-side QoE lead needs after add-backs that are just delayed opex; stop this M&A Due Diligence close.

Analysis required

• Test whether add-backs that are just delayed opex is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in management-team retention and key-person map.
• Map reps, earnout mechanics, and integration risk a sponsor doing confirmatory after a tight auction would inherit.
• For this M&A Due Diligence Separation and Integration file, read management-team retention and key-person map against add-backs that are just delayed opex and write the one fact that would move earnout definitions will cause for buy-side QoE lead.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (management-team retention and key-person map after add-backs that are just delayed opex). Lead with the M&A Due Diligence option management-team retention and key-person map can support after add-backs that are just delayed opex, then the two facts that force it, then the Monday action for buy-side QoE lead in a sponsor doing confirmatory after a tight auction.