Assess whether integration costs were sandbagged in the CIM (3b3000)

Situation

Separation and Integration work in a cross-border deal with earnout-heavy structure now turns on integration costs were sandbagged because a QoE that cannot tie revenue to bank cash put post-merger systems-integration risk register in play. Working-capital true-up analyst should say what post-merger systems-integration risk register proves.

Decision

Working-capital true-up analyst in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after a QoE that cannot tie revenue to bank cash.

Hypotheses to test

• Post-merger systems-integration risk register reads as Proceed once a QoE that cannot tie revenue to bank cash is lined up to the same M&A Due Diligence population.
• Post-merger systems-integration risk register is closer to Reprice after a QoE that cannot tie revenue to bank cash; Proceed would over-claim this Separation and Integration extract.
• Walk is still live in post-merger systems-integration risk register for working-capital true-up analyst in a cross-border deal with earnout-heavy structure.
• Post-merger systems-integration risk register is missing the fact working-capital true-up analyst needs after a QoE that cannot tie revenue to bank cash; stop this M&A Due Diligence close.

Analysis required

• Test whether a QoE that cannot tie revenue to bank cash is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in post-merger systems-integration risk register.
• Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit.
• For this M&A Due Diligence Separation and Integration file, read post-merger systems-integration risk register against a QoE that cannot tie revenue to bank cash and write the one fact that would move integration costs were sandbagged for working-capital true-up analyst.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (post-merger systems-integration risk register after a QoE that cannot tie revenue to bank cash). The follow-on Separation and Integration action is what working-capital true-up analyst does next: implement the option, assign an owner, and log the missing fact.