Assess whether the carve-out is operable on day one (97a132)
August 31, 2026
SITUATION In a PE platform evaluating a founder-led SaaS add-on, customer concentration and termination-for-convenience clauses is the evidence after a QoE that cannot tie revenue to bank cash. Carve-out separation lead has to pick Proceed or Reprice for this M&A Due Diligence Separation and Integration close using customer concentration and termination-for-convenience clauses.
DECISION Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using customer concentration and termination-for-convenience clauses after a QoE that cannot tie revenue to bank cash.
HYPOTHESES TO TEST 1. Authorize Proceed now; customer concentration and termination-for-convenience clauses already has the discriminator after a QoE that cannot tie revenue to bank cash. 2. Keep Reprice in force until customer concentration and termination-for-convenience clauses is completed after a QoE that cannot tie revenue to bank cash for carve-out separation lead. 3. Treat customer concentration and termination-for-convenience clauses as Walk because both readings appear after a QoE that cannot tie revenue to bank cash. 4. Refuse a M&A Due Diligence close: carve-out separation lead does not have the decision the carve-out is operable turns on in customer concentration and termination-for-convenience clauses.
ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in customer concentration and termination-for-convenience clauses. 2. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in customer concentration and termination-for-convenience clauses to the carve-out is operable. 4. For this M&A Due Diligence Separation and Integration file, read customer concentration and termination-for-convenience clauses against a QoE that cannot tie revenue to bank cash and write the one fact that would move the carve-out is operable for carve-out separation lead.
RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (customer concentration and termination-for-convenience clauses after a QoE that cannot tie revenue to bank cash). Lead with the M&A Due Diligence option customer concentration and termination-for-convenience clauses can support after a QoE that cannot tie revenue to bank cash, then the two facts that force it, then the Monday action for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on.
COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in customer concentration and termination-for-convenience clauses, then the action for carve-out separation lead - Hypothesis scorecard against customer concentration and termination-for-convenience clauses: supported / rejected / untestable - Separation and Integration finding in customer concentration and termination-for-convenience clauses that a second reviewer can re-perform - Missing page in customer concentration and termination-for-convenience clauses after a QoE that cannot tie revenue to bank cash, if any
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