Assess whether a top customer is actually sticky (c97a4c)

Situation

Separation and Integration work in a public acquirer facing HSR and sector regulators now turns on a top customer is actually sticky because a TSA that expires before replacement systems exist put management-team retention and key-person map in play. Separation and Integration work in a public acquirer facing HSR and sector regulators now turns on a top customer is actually sticky because a TSA that expires before replacement systems exist put management-team retention and key-person map in play; commercial-diligence partner should say what management-team retention and key-person map proves for M&A Due Diligence.

Decision

Commercial-diligence partner in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after a TSA that expires before replacement systems exist.

Hypotheses to test

• Commercial-diligence partner can defend Proceed from management-team retention and key-person map after a TSA that expires before replacement systems exist in a M&A Due Diligence challenge.
• Commercial-diligence partner cannot defend Proceed from management-team retention and key-person map; Reprice is what the extract actually supports after a TSA that expires before replacement systems exist.
• A TSA that expires before replacement systems exist never reached the population in management-team retention and key-person map — reopen intake, do not close a top customer is actually sticky.
• Two facts in management-team retention and key-person map after a TSA that expires before replacement systems exist conflict for commercial-diligence partner; hold this Separation and Integration file.

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 management-team retention and key-person map.
• 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 management-team retention and key-person map 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.