Assess whether the carve-out is operable on day one from QoE add-backs

SITUATION QoE add-backs the seller marked 'normalized' arrived with a contractor who actually wrote the core code for buy-side QoE lead. That is a M&A Due Diligence Earnings and Revenue Quality decision on the carve-out is operable in a PE platform evaluating a founder-led SaaS add-on.

DECISION Buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after a contractor who actually wrote the core code.

HYPOTHESES TO TEST 1. A contractor who actually wrote the core code is noise around an already-controlled Earnings and Revenue Quality process in a PE platform evaluating a founder-led SaaS add-on, given QoE add-backs the seller marked 'normalized'. 2. A contractor who actually wrote the core code is the event in QoE add-backs the seller marked 'normalized' that forces Proceed for buy-side QoE lead under M&A Due Diligence. 3. QoE add-backs the seller marked 'normalized' shows a one-file miss after a contractor who actually wrote the core code, not a Earnings and Revenue Quality program failure. 4. QoE add-backs the seller marked 'normalized' cannot decide the carve-out is operable yet after a contractor who actually wrote the core code; 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 QoE add-backs the seller marked 'normalized'. 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 QoE add-backs the seller marked 'normalized' to the carve-out is operable. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read QoE add-backs the seller marked 'normalized' against a contractor who actually wrote the core code and write the one fact that would move the carve-out is operable for buy-side QoE lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (QoE add-backs the seller marked 'normalized' after a contractor who actually wrote the core code). If QoE add-backs the seller marked 'normalized' cannot force a M&A Due Diligence label under Earnings and Revenue Quality, stop. Do not invent missing evidence a PE platform evaluating a founder-led SaaS add-on does not have.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, 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 - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on