Assess whether related-party sales should be backed out of valuation (28c9a2)

SITUATION A sponsor doing confirmatory after a tight auction cannot treat add-backs that are just delayed opex as incidental context on QoE add-backs the seller marked 'normalized' for this M&A Due Diligence Separation and Integration related-party sales should be. Buy-side QoE lead must close related-party sales should be from that extract under M&A Due Diligence / Separation and Integration.

DECISION Buy-side QoE lead in a sponsor doing confirmatory after a tight auction must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after add-backs that are just delayed opex.

HYPOTHESES TO TEST 1. Authorize Proceed now; QoE add-backs the seller marked 'normalized' already has the discriminator after add-backs that are just delayed opex. 2. Keep Reprice in force until QoE add-backs the seller marked 'normalized' is completed after add-backs that are just delayed opex for buy-side QoE lead. 3. Treat QoE add-backs the seller marked 'normalized' as Walk because both readings appear after add-backs that are just delayed opex. 4. Refuse a M&A Due Diligence close: buy-side QoE lead does not have the decision related-party sales should be turns on in QoE add-backs the seller marked 'normalized'.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a sponsor doing confirmatory after a tight auction would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to related-party sales should be. 3. Name the document buy-side QoE lead still needs before signing. 4. For this M&A Due Diligence Separation and Integration file, read QoE add-backs the seller marked 'normalized' against add-backs that are just delayed opex 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 / Separation and Integration packet (QoE add-backs the seller marked 'normalized' after add-backs that are just delayed opex). Lead with the M&A Due Diligence option QoE add-backs the seller marked 'normalized' 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.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on related-party sales should be, then the evidence in QoE add-backs the seller marked 'normalized', then the action for buy-side QoE lead - Hypothesis scorecard against QoE add-backs the seller marked 'normalized': supported / rejected / untestable - What changes related-party sales should be if add-backs that are just delayed opex is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others