Assess whether management can run this without the founder (00669b)

Situation

Management can run this sits with carve-out separation lead because a TSA that expires before replacement systems exist hit a health-system acquiring a specialty practice. Evidence is working-capital peg versus seasonal reality; write the M&A Due Diligence People and Contracts option that extract can carry.

Decision

Carve-out separation lead in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using working-capital peg versus seasonal reality after a TSA that expires before replacement systems exist.

Hypotheses to test

• Working-capital peg versus seasonal reality reads as Proceed once a TSA that expires before replacement systems exist is lined up to the same M&A Due Diligence population.
• Working-capital peg versus seasonal reality is closer to Reprice after a TSA that expires before replacement systems exist; Proceed would over-claim this People and Contracts extract.
• Walk is still live in working-capital peg versus seasonal reality for carve-out separation lead in a health-system acquiring a specialty practice.
• Working-capital peg versus seasonal reality is missing the fact carve-out separation lead needs after a TSA that expires before replacement systems exist; stop this M&A Due Diligence close.

Analysis required

• Test whether a TSA that expires before replacement systems exist is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in working-capital peg versus seasonal reality.
• 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 working-capital peg versus seasonal reality against a TSA that expires before replacement systems exist and write the one fact that would move management can run this for carve-out separation lead.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (working-capital peg versus seasonal reality after a TSA that expires before replacement systems exist). 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.