Assess whether related-party sales should be backed out of valuation (93fe3c)

SITUATION IP ownership vs. contractor agreements arrived with a Phase II that found groundwater impact for customer-contract risk reviewer. That is a M&A Due Diligence People and Contracts decision on related-party sales should be in a public acquirer facing HSR and sector regulators.

DECISION Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using IP ownership vs. contractor agreements after a Phase II that found groundwater impact — specific to IP ownership vs. contractor agreements after a Phase II that found groundwater impact on this M&A Due Diligence People and Contracts file for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators.

HYPOTHESES TO TEST 1. IP ownership vs. contractor agreements reads as Proceed once a Phase II that found groundwater impact is lined up to the same M&A Due Diligence population. 2. IP ownership vs. contractor agreements is closer to Reprice after a Phase II that found groundwater impact; Proceed would over-claim this People and Contracts extract. 3. Walk is still live in IP ownership vs. contractor agreements for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators. 4. IP ownership vs. contractor agreements is missing the fact customer-contract risk reviewer needs after a Phase II that found groundwater impact; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in IP ownership vs. contractor agreements. 2. Map reps, earnout mechanics, and integration risk a public acquirer facing HSR and sector regulators would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in IP ownership vs. contractor agreements to related-party sales should be. 4. For this M&A Due Diligence People and Contracts file, read IP ownership vs. contractor agreements against a Phase II that found groundwater impact and write the one fact that would move related-party sales should be for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (IP ownership vs. contractor agreements after a Phase II that found groundwater impact) — specific to IP ownership vs. contractor agreements after a Phase II that found groundwater impact on this M&A Due Diligence People and Contracts file for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators. The follow-on People and Contracts action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.