Assess whether the carve-out is operable on day one (b928ab)

SITUATION Environmental diligence manager in a PE platform evaluating a founder-led SaaS add-on has one working extract — carve-out stranded-cost model — after add-backs that are just delayed opex. If carve-out stranded-cost model cannot support the carve-out is operable, the only defensible M&A Due Diligence output is hold.

DECISION Environmental diligence manager in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after add-backs that are just delayed opex.

HYPOTHESES TO TEST 1. Add-backs that are just delayed opex is noise around an already-controlled Legal, IP, and Regulatory process in a PE platform evaluating a founder-led SaaS add-on, given carve-out stranded-cost model. 2. Add-backs that are just delayed opex is the event in carve-out stranded-cost model that forces Proceed for environmental diligence manager under M&A Due Diligence. 3. Carve-out stranded-cost model shows a one-file miss after add-backs that are just delayed opex, not a Legal, IP, and Regulatory program failure. 4. Carve-out stranded-cost model cannot decide the carve-out is operable yet after add-backs that are just delayed opex; hold is the only M&A Due Diligence close a PE platform evaluating a founder-led SaaS add-on can defend.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model. 2. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in carve-out stranded-cost model to the carve-out is operable. 4. For this M&A Due Diligence Legal, IP, and Regulatory file, read carve-out stranded-cost model against add-backs that are just delayed opex and write the one fact that would move the carve-out is operable for environmental diligence manager.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (carve-out stranded-cost model after add-backs that are just delayed opex). The follow-on Legal, IP, and Regulatory action is what environmental diligence manager 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 carve-out stranded-cost model, then the action for environmental diligence manager - Hypothesis scorecard against carve-out stranded-cost model: supported / rejected / untestable - Regulatory or exam hook Legal, IP, and Regulatory would cite - Legal, IP, and Regulatory finding in carve-out stranded-cost model that a second reviewer can re-perform