Assess whether a top customer is actually sticky (c5ff14)

Situation

QoE add-backs the seller marked 'normalized' arrived with a TSA that expires before replacement systems exist for working-capital true-up analyst. That is a M&A Due Diligence Legal, IP, and Regulatory decision on a top customer is actually sticky in a strategic buyer looking at a carve-out from a conglomerate.

Decision

Working-capital true-up analyst in a strategic buyer looking at a carve-out from a conglomerate must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after a TSA that expires before replacement systems exist.

Hypotheses to test

• The population in QoE add-backs the seller marked 'normalized' is the one a TSA that expires before replacement systems exist named, so Proceed follows for this Legal, IP, and Regulatory file.
• The population in QoE add-backs the seller marked 'normalized' is adjacent only to a TSA that expires before replacement systems exist; Reprice is the honest M&A Due Diligence call.
• A strategic buyer looking at a carve-out from a conglomerate already contained a TSA that expires before replacement systems exist before QoE add-backs the seller marked 'normalized' arrived; no new Legal, IP, and Regulatory path.
• Provenance on QoE add-backs the seller marked 'normalized' after a TSA that expires before replacement systems exist is broken; do not pick Proceed or Reprice yet.

Analysis required

• Name the document working-capital true-up analyst still needs before signing.
• 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 QoE add-backs the seller marked 'normalized'.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read QoE add-backs the seller marked 'normalized' against a TSA that expires before replacement systems exist and write the one fact that would move a top customer is actually sticky for working-capital true-up analyst.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (QoE add-backs the seller marked 'normalized' after a TSA that expires before replacement systems exist). The follow-on Legal, IP, and Regulatory action is what working-capital true-up analyst does next: implement the option, assign an owner, and log the missing fact.