Assess whether the carve-out is operable on day one (2b3e70)

SITUATION The working file is customer concentration and termination-for-convenience clauses after an earnout based on 'adjusted EBITDA' with no dictionary. Carve-out separation lead in a roll-up of three regional service companies has to name Proceed or Reprice for this M&A Due Diligence Earnings and Revenue Quality file.

DECISION Carve-out separation lead in a roll-up of three regional service companies must choose Proceed / Reprice / Walk / Hold using customer concentration and termination-for-convenience clauses 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 roll-up of three regional service companies, given customer concentration and termination-for-convenience clauses. 2. An earnout based on 'adjusted EBITDA' with no dictionary is the event in customer concentration and termination-for-convenience clauses that forces Proceed for carve-out separation lead under M&A Due Diligence. 3. Customer concentration and termination-for-convenience clauses shows a one-file miss after an earnout based on 'adjusted EBITDA' with no dictionary, not a Earnings and Revenue Quality program failure. 4. Customer concentration and termination-for-convenience clauses cannot decide the carve-out is operable yet after an earnout based on 'adjusted EBITDA' with no dictionary; hold is the only M&A Due Diligence close a roll-up of three regional service companies can defend.

ANALYSIS REQUIRED 1. Name the document carve-out separation 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 customer concentration and termination-for-convenience clauses. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read customer concentration and termination-for-convenience clauses against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move the carve-out is operable for carve-out separation lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (customer concentration and termination-for-convenience clauses after an earnout based on 'adjusted EBITDA' with no dictionary). The follow-on Earnings and Revenue Quality action is what carve-out separation lead does next: implement the option, assign an owner, and log the missing fact.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in customer concentration and termination-for-convenience clauses, then the action for carve-out separation lead - Hypothesis scorecard against customer concentration and termination-for-convenience clauses: supported / rejected / untestable - What changes the carve-out is operable if an earnout based on 'adjusted EBITDA' with no dictionary is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others