Assess whether integration costs were sandbagged in the CIM (5bd236)

Situation

A founder who will not sign a non-compete put post-merger systems-integration risk register in front of carve-out separation lead in a health-system acquiring a specialty practice. This M&A Due Diligence / People and Contracts close is integration costs were sandbagged from post-merger systems-integration risk register, and the live options are Proceed, Reprice, Walk.

Decision

Carve-out separation lead in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after a founder who will not sign a non-compete.

Hypotheses to test

• The population in post-merger systems-integration risk register is the one a founder who will not sign a non-compete named, so Proceed follows for this People and Contracts file.
• The population in post-merger systems-integration risk register is adjacent only to a founder who will not sign a non-compete; Reprice is the honest M&A Due Diligence call.
• A health-system acquiring a specialty practice already contained a founder who will not sign a non-compete before post-merger systems-integration risk register arrived; no new People and Contracts path.
• Provenance on post-merger systems-integration risk register after a founder who will not sign a non-compete is broken; do not pick Proceed or Reprice yet.

Analysis required

• 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 health-system acquiring a specialty practice would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in post-merger systems-integration risk register to integration costs were sandbagged.
• For this M&A Due Diligence People and Contracts file, read post-merger systems-integration risk register against a founder who will not sign a non-compete and write the one fact that would move integration costs were sandbagged for carve-out separation lead.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (post-merger systems-integration risk register after a founder who will not sign a non-compete). Lead with the M&A Due Diligence option post-merger systems-integration risk register can support after a founder who will not sign a non-compete, then the two facts that force it, then the Monday action for carve-out separation lead in a health-system acquiring a specialty practice.