Assess whether earnout definitions will cause a post-close fight (85634b)

Situation

After a contractor who actually wrote the core code, carve-out stranded-cost model is what integration-risk PMO can touch in a health-system acquiring a specialty practice. M&A Due Diligence will live with Proceed versus Reprice on this Separation and Integration file.

Decision

Integration-risk PMO in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after a contractor who actually wrote the core code.

Hypotheses to test

• Authorize Proceed now; carve-out stranded-cost model already has the discriminator after a contractor who actually wrote the core code.
• Keep Reprice in force until carve-out stranded-cost model is completed after a contractor who actually wrote the core code for integration-risk PMO.
• Treat carve-out stranded-cost model as Walk because both readings appear after a contractor who actually wrote the core code.
• Refuse a M&A Due Diligence close: integration-risk PMO does not have the page earnout definitions will cause turns on in carve-out stranded-cost model.

Analysis required

• Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model.
• Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in carve-out stranded-cost model to earnout definitions will cause.
• For this M&A Due Diligence Separation and Integration file, read carve-out stranded-cost model against a contractor who actually wrote the core code and write the one fact that would move earnout definitions will cause for integration-risk PMO.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (carve-out stranded-cost model after a contractor who actually wrote the core code). 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