Assess whether the carve-out is operable on day one from management-team

SITUATION Management-team retention and key-person map arrived with an earnout based on 'adjusted EBITDA' with no dictionary for customer-contract risk reviewer. That is a M&A Due Diligence Earnings and Revenue Quality decision on the carve-out is operable in a cross-border deal with earnout-heavy structure.

DECISION Customer-contract risk reviewer in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Management-team retention and key-person map reads as Proceed once an earnout based on 'adjusted EBITDA' with no dictionary is lined up to the same M&A Due Diligence population. 2. Management-team retention and key-person map is closer to Reprice after an earnout based on 'adjusted EBITDA' with no dictionary; Proceed would over-claim this Earnings and Revenue Quality extract. 3. Walk is still live in management-team retention and key-person map for customer-contract risk reviewer in a cross-border deal with earnout-heavy structure. 4. Management-team retention and key-person map is missing the fact customer-contract risk reviewer needs after an earnout based on 'adjusted EBITDA' with no dictionary; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Name the document customer-contract risk reviewer 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 management-team retention and key-person map. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read management-team retention and key-person map against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move the carve-out is operable for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary). The follow-on Earnings and Revenue Quality action is what customer-contract risk reviewer 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 management-team retention and key-person map, then the action for customer-contract risk reviewer - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Earnings and Revenue Quality finding in management-team retention and key-person map that a second reviewer can re-perform - Missing page in management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary, if any