Assess whether integration costs were sandbagged in the CIM (5f67f6)

Situation

Integration costs were sandbagged sits with IP diligence counsel's financial counterpart because a Phase II that found groundwater impact hit a cross-border deal with earnout-heavy structure. Evidence is QoE add-backs the seller marked 'normalized'; write the M&A Due Diligence People and Contracts option that extract can carry.

Decision

IP diligence counsel's financial counterpart in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after a Phase II that found groundwater impact.

Hypotheses to test

• IP diligence counsel's financial counterpart can defend Proceed from QoE add-backs the seller marked 'normalized' after a Phase II that found groundwater impact in a M&A Due Diligence challenge.
• IP diligence counsel's financial counterpart cannot defend Proceed from QoE add-backs the seller marked 'normalized'; Reprice is what the extract actually supports after a Phase II that found groundwater impact.
• A Phase II that found groundwater impact never reached the population in QoE add-backs the seller marked 'normalized' — reopen intake, do not close integration costs were sandbagged.
• Two facts in QoE add-backs the seller marked 'normalized' after a Phase II that found groundwater impact conflict for IP diligence counsel's financial counterpart; hold this People and Contracts file.

Analysis required

• Separate a one-off add-back from a recurring earnings issue in QoE add-backs the seller marked 'normalized'.
• Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to integration costs were sandbagged.
• For this M&A Due Diligence People and Contracts file, read QoE add-backs the seller marked 'normalized' against a Phase II that found groundwater impact and write the one fact that would move integration costs were sandbagged for IP diligence counsel's financial counterpart.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (QoE add-backs the seller marked 'normalized' after a Phase II that found groundwater impact). The follow-on People and Contracts action is what IP diligence counsel's financial counterpart does next: implement the option, assign an owner, and log the missing fact.