Assess whether the carve-out is operable on day one (eb6783)

SITUATION Earnings and Revenue Quality work in a sponsor doing confirmatory after a tight auction now turns on the carve-out is operable because an earnout based on 'adjusted EBITDA' with no dictionary put revenue-quality bridge from bookings to cash in play. Integration-risk PMO should say what revenue-quality bridge from bookings to cash proves.

DECISION Integration-risk PMO in a sponsor doing confirmatory after a tight auction must choose Proceed / Reprice / Walk / Hold using revenue-quality bridge from bookings to cash after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Revenue-quality bridge from bookings to cash 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. Revenue-quality bridge from bookings to cash 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 revenue-quality bridge from bookings to cash for integration-risk PMO in a sponsor doing confirmatory after a tight auction. 4. Revenue-quality bridge from bookings to cash is missing the fact integration-risk PMO needs after an earnout based on 'adjusted EBITDA' with no dictionary; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Name the document integration-risk PMO 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 revenue-quality bridge from bookings to cash. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read revenue-quality bridge from bookings to cash 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 / Earnings and Revenue Quality packet (revenue-quality bridge from bookings to cash after an earnout based on 'adjusted EBITDA' with no dictionary). If revenue-quality bridge from bookings to cash cannot force a M&A Due Diligence label under Earnings and Revenue Quality, stop. Do not invent missing evidence a sponsor doing confirmatory after a tight auction does not have.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in revenue-quality bridge from bookings to cash, then the action for integration-risk PMO - Hypothesis scorecard against revenue-quality bridge from bookings to cash: supported / rejected / untestable - Earnings and Revenue Quality finding in revenue-quality bridge from bookings to cash that a second reviewer can re-perform - Missing page in revenue-quality bridge from bookings to cash after an earnout based on 'adjusted EBITDA' with no dictionary, if any