Assess whether working capital should be a walk-away after a contractor who

SITUATION Carve-out stranded-cost model arrived with a contractor who actually wrote the core code for carve-out separation lead. That is a M&A Due Diligence People and Contracts decision on working capital should be in a health-system acquiring a specialty practice.

DECISION Carve-out separation lead in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after a contractor who actually wrote the core code.

HYPOTHESES TO TEST 1. The population in carve-out stranded-cost model is the one a contractor who actually wrote the core code named, so Proceed follows for this People and Contracts file. 2. The population in carve-out stranded-cost model is adjacent only to a contractor who actually wrote the core code; Reprice is the honest M&A Due Diligence call. 3. A health-system acquiring a specialty practice already contained a contractor who actually wrote the core code before carve-out stranded-cost model arrived; no new People and Contracts path. 4. Provenance on carve-out stranded-cost model after a contractor who actually wrote the core code is broken; do not pick Proceed or Reprice yet.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in carve-out stranded-cost model to working capital should be. 3. Name the document carve-out separation lead still needs before signing. 4. For this M&A Due Diligence People and Contracts file, read carve-out stranded-cost model against a contractor who actually wrote the core code and write the one fact that would move working capital should be for carve-out separation lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (carve-out stranded-cost model after a contractor who actually wrote the core code). Lead with the M&A Due Diligence option carve-out stranded-cost model can support after a contractor who actually wrote the core code, then the two facts that force it, then the Monday action for carve-out separation lead in a health-system acquiring a specialty practice.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in carve-out stranded-cost model, then the action for carve-out separation lead - Hypothesis scorecard against carve-out stranded-cost model: supported / rejected / untestable - Missing page in carve-out stranded-cost model after a contractor who actually wrote the core code, if any - Regulatory or exam hook People and Contracts would cite