Assess whether integration costs were sandbagged in the CIM (d8937e)
August 31, 2026 · SmartSolo
Situation
The desk packet is revenue-quality bridge from bookings to cash after a contractor who actually wrote the core code. Carve-out separation lead in a health-system acquiring a specialty practice has to name Proceed or Reprice for this M&A Due Diligence People and Contracts file.
Decision
Carve-out separation lead in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using revenue-quality bridge from bookings to cash after a contractor who actually wrote the core code.
Hypotheses to test
- The population in revenue-quality bridge from bookings to cash is the one a contractor who actually wrote the core code named, so Proceed follows for this People and Contracts file.
- The population in revenue-quality bridge from bookings to cash is adjacent only to a contractor who actually wrote the core code; Reprice is the honest M&A Due Diligence call.
- A health-system acquiring a specialty practice already contained a contractor who actually wrote the core code before revenue-quality bridge from bookings to cash arrived; no new People and Contracts path.
- Provenance on revenue-quality bridge from bookings to cash after a contractor who actually wrote the core code is broken; do not pick Proceed or Reprice yet.
Analysis required
- Test whether a contractor who actually wrote the core code is a diligence gap, a price chip, or a walk-away.
- Separate a one-off add-back from a recurring earnings issue in revenue-quality bridge from bookings to cash.
- Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit.
- For this M&A Due Diligence People and Contracts file, read revenue-quality bridge from bookings to cash against a contractor who actually wrote the core code 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 (revenue-quality bridge from bookings to cash after a contractor who actually wrote the core code). The follow-on People and Contracts action is what carve-out separation lead does next: implement the option, assign an owner, and log the missing fact.
Explore more
More M&A Due Diligence prompts
- Assess whether regulatory approval is a timing risk or a deal risk (27b34c)
- Assess whether integration costs were sandbagged in the CIM (5de5a1)
- Assess whether environmental liability is capped or open-ended (8f4cce)
- Assess whether working capital should be a walk-away (acef09)
- Assess whether IP is owned or merely licensed (315744)
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