Assess whether a top customer is actually sticky (5a67b6)

Situation

After a TSA that expires before replacement systems exist, carve-out stranded-cost model is what commercial-diligence partner can touch in a public acquirer facing HSR and sector regulators. M&A Due Diligence will live with Proceed versus Reprice on this Separation and Integration file.

Decision

Commercial-diligence partner in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after a TSA that expires before replacement systems exist.

Hypotheses to test

• A TSA that expires before replacement systems exist is noise around an already-controlled Separation and Integration process in a public acquirer facing HSR and sector regulators, given carve-out stranded-cost model.
• A TSA that expires before replacement systems exist is the event in carve-out stranded-cost model that forces Proceed for commercial-diligence partner under M&A Due Diligence.
• Carve-out stranded-cost model shows a one-file miss after a TSA that expires before replacement systems exist, not a Separation and Integration program failure.
• Carve-out stranded-cost model cannot decide a top customer is actually sticky yet after a TSA that expires before replacement systems exist; hold is the only M&A Due Diligence close a public acquirer facing HSR and sector regulators can defend.

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 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 Separation and Integration file, read carve-out stranded-cost model against a TSA that expires before replacement systems exist and write the one fact that would move a top customer is actually sticky for commercial-diligence partner.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (carve-out stranded-cost model after a TSA that expires before replacement systems exist). Lead with the M&A Due Diligence option carve-out stranded-cost model can support after a TSA that expires before replacement systems exist, then the two facts that force it, then the Monday action for commercial-diligence partner in a public acquirer facing HSR and sector regulators.