Assess whether a top customer is actually sticky (ea6b12)
August 31, 2026 · SmartSolo
Situation
After add-backs that are just delayed opex, customer concentration and termination-for-convenience clauses is what integration-risk PMO can touch in a health-system acquiring a specialty practice. M&A Due Diligence will live with Proceed versus Reprice on this Separation and Integration file.
Decision
Integration-risk PMO in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using customer concentration and termination-for-convenience clauses after add-backs that are just delayed opex.
Hypotheses to test
- Authorize Proceed now; customer concentration and termination-for-convenience clauses already has the discriminator after add-backs that are just delayed opex.
- Keep Reprice in force until customer concentration and termination-for-convenience clauses is completed after add-backs that are just delayed opex for integration-risk PMO.
- Treat customer concentration and termination-for-convenience clauses as Walk because both readings appear after add-backs that are just delayed opex.
- Refuse a M&A Due Diligence close: integration-risk PMO does not have the page a top customer is actually sticky turns on in customer concentration and termination-for-convenience clauses.
Analysis required
- Name the document integration-risk PMO still needs before signing.
- Test whether add-backs that are just delayed opex is a diligence gap, a price chip, or a walk-away.
- Separate a one-off add-back from a recurring earnings issue in customer concentration and termination-for-convenience clauses.
- For this M&A Due Diligence Separation and Integration file, read customer concentration and termination-for-convenience clauses against add-backs that are just delayed opex and write the one fact that would move a top customer is actually sticky for integration-risk PMO.
Recommendation
Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (customer concentration and termination-for-convenience clauses after add-backs that are just delayed opex). Lead with the M&A Due Diligence option customer concentration and termination-for-convenience clauses can support after add-backs that are just delayed opex, then the two facts that force it, then the Monday action for integration-risk PMO in a health-system acquiring a specialty practice.
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