Assess whether related-party sales should be backed out of valuation (e24067)

SITUATION A PE platform evaluating a founder-led SaaS add-on cannot treat an earnout based on 'adjusted EBITDA' with no dictionary as incidental context on post-merger systems-integration risk register. Buy-side QoE lead must close related-party sales should be from that extract under M&A Due Diligence / Earnings and Revenue Quality.

DECISION Buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. An earnout based on 'adjusted EBITDA' with no dictionary is noise around an already-controlled Earnings and Revenue Quality process in a PE platform evaluating a founder-led SaaS add-on, given post-merger systems-integration risk register. 2. An earnout based on 'adjusted EBITDA' with no dictionary is the event in post-merger systems-integration risk register that forces Proceed for buy-side QoE lead under M&A Due Diligence. 3. Post-merger systems-integration risk register shows a one-file miss after an earnout based on 'adjusted EBITDA' with no dictionary, not a Earnings and Revenue Quality program failure. 4. Post-merger systems-integration risk register cannot decide related-party sales should be yet after an earnout based on 'adjusted EBITDA' with no dictionary; hold is the only M&A Due Diligence close a PE platform evaluating a founder-led SaaS add-on can defend.

ANALYSIS REQUIRED 1. Name the document buy-side QoE lead still needs before signing. 2. Test whether an earnout based on 'adjusted EBITDA' with no dictionary is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in post-merger systems-integration risk register. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read post-merger systems-integration risk register against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move related-party sales should be for buy-side QoE lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary). Lead with the M&A Due Diligence option post-merger systems-integration risk register can support after an earnout based on 'adjusted EBITDA' with no dictionary, then the two facts that force it, then the Monday action for buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on related-party sales should be, then the evidence in post-merger systems-integration risk register, then the action for buy-side QoE lead - Hypothesis scorecard against post-merger systems-integration risk register: supported / rejected / untestable - Earnings and Revenue Quality finding in post-merger systems-integration risk register that a second reviewer can re-perform - Missing page in post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary, if any