Assess whether a top customer is actually sticky (9881cd)
August 31, 2026 · SmartSolo
Situation
The desk packet is QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map. 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 QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map.
Hypotheses to test
- Carve-out separation lead can defend Proceed from QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map in a M&A Due Diligence challenge.
- Carve-out separation lead cannot defend Proceed from QoE add-backs the seller marked 'normalized'; Reprice is what the extract actually supports after IT diligence showing two ERPs and no chart of accounts map.
- IT diligence showing two ERPs and no chart of accounts map never reached the population in QoE add-backs the seller marked 'normalized' — reopen intake, do not close a top customer is actually sticky.
- Two facts in QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map conflict for carve-out separation lead; hold this People and Contracts file.
Analysis required
- Separate a one-off add-back from a recurring earnings issue in QoE add-backs the seller marked 'normalized'.
- Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit.
- Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to a top customer is actually sticky.
- For this M&A Due Diligence People and Contracts file, read QoE add-backs the seller marked 'normalized' against IT diligence showing two ERPs and no chart of accounts map and write the one fact that would move a top customer is actually sticky for carve-out separation lead.
Recommendation
Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map). Lead with the M&A Due Diligence option QoE add-backs the seller marked 'normalized' can support after IT diligence showing two ERPs and no chart of accounts map, then the two facts that force it, then the Monday action for carve-out separation lead in a health-system acquiring a specialty practice.
Explore more
More M&A Due Diligence prompts
- Assess whether IP is owned or merely licensed (01e840)
- Assess whether integration costs were sandbagged in the CIM (67344e)
- Assess whether earnings quality supports the bid price (df6400)
- Assess whether regulatory approval is a timing risk or a deal risk (b313a5)
- Assess whether the carve-out is operable on day one (3052d2)
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