Assess whether a top customer is actually sticky (57fa3d)

Situation

The desk packet is carve-out stranded-cost model after a Phase II that found groundwater impact. IP diligence counsel's financial counterpart in a public acquirer facing HSR and sector regulators has to name Proceed or Reprice for this M&A Due Diligence Legal, IP, and Regulatory file.

Decision

IP diligence counsel's financial counterpart in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after a Phase II that found groundwater impact.

Hypotheses to test

• Authorize Proceed now; carve-out stranded-cost model already has the discriminator after a Phase II that found groundwater impact.
• Keep Reprice in force until carve-out stranded-cost model is completed after a Phase II that found groundwater impact for IP diligence counsel's financial counterpart.
• Treat carve-out stranded-cost model as Walk because both readings appear after a Phase II that found groundwater impact.
• Refuse a M&A Due Diligence close: IP diligence counsel's financial counterpart does not have the page a top customer is actually sticky turns on in carve-out stranded-cost model.

Analysis required

• Test whether a Phase II that found groundwater impact is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model.
• Map reps, earnout mechanics, and integration risk a public acquirer facing HSR and sector regulators would inherit.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read carve-out stranded-cost model against a Phase II that found groundwater impact and write the one fact that would move a top customer is actually sticky for IP diligence counsel's financial counterpart.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (carve-out stranded-cost model after a Phase II that found groundwater impact). The follow-on Legal, IP, and Regulatory action is what IP diligence counsel's financial counterpart does next: implement the option, assign an owner, and log the missing fact.