Assess whether the carve-out is operable on day one (c81e58)

SITUATION An earnout based on 'adjusted EBITDA' with no dictionary put post-merger systems-integration risk register in front of integration-risk PMO in a health-system acquiring a specialty practice. This M&A Due Diligence / Separation and Integration decision is the carve-out is operable from post-merger systems-integration risk register, and the live options are Proceed, Reprice, Walk.

DECISION Integration-risk PMO in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Integration-risk PMO can defend Proceed from post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary in a M&A Due Diligence challenge. 2. Integration-risk PMO cannot defend Proceed from post-merger systems-integration risk register; Reprice is what the extract actually supports after an earnout based on 'adjusted EBITDA' with no dictionary. 3. An earnout based on 'adjusted EBITDA' with no dictionary never reached the population in post-merger systems-integration risk register — reopen intake, do not close the carve-out is operable. 4. Two facts in post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary conflict for integration-risk PMO; hold this Separation and Integration file.

ANALYSIS REQUIRED 1. Test whether an earnout based on 'adjusted EBITDA' with no dictionary is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in post-merger systems-integration risk register. 3. Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit. 4. For this M&A Due Diligence Separation and Integration file, read post-merger systems-integration risk register against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move the carve-out is operable for integration-risk PMO.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary). The follow-on Separation and Integration action is what integration-risk PMO 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 post-merger systems-integration risk register, then the action for integration-risk PMO - Hypothesis scorecard against post-merger systems-integration risk register: supported / rejected / untestable - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for integration-risk PMO in a health-system acquiring a specialty practice