Assess whether the carve-out is operable on day one (91e994)

SITUATION Buy-side QoE lead in a health-system acquiring a specialty practice has one working extract — carve-out stranded-cost model — after a CIM that omitted a material litigation. If carve-out stranded-cost model cannot support the carve-out is operable, the only defensible M&A Due Diligence output is hold.

DECISION Buy-side QoE lead in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after a CIM that omitted a material litigation.

HYPOTHESES TO TEST 1. Authorize Proceed now; carve-out stranded-cost model already has the discriminator after a CIM that omitted a material litigation. 2. Keep Reprice in force until carve-out stranded-cost model is completed after a CIM that omitted a material litigation for buy-side QoE lead. 3. Treat carve-out stranded-cost model as Walk because both readings appear after a CIM that omitted a material litigation. 4. Refuse a M&A Due Diligence close: buy-side QoE lead does not have the decision the carve-out is operable turns on in carve-out stranded-cost model.

ANALYSIS REQUIRED 1. Tie quality-of-earnings, working-capital, and contingent items in carve-out stranded-cost model to the carve-out is operable. 2. Name the document buy-side QoE lead still needs before signing. 3. Test whether a CIM that omitted a material litigation is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence Legal, IP, and Regulatory file, read carve-out stranded-cost model against a CIM that omitted a material litigation and write the one fact that would move the carve-out is operable for buy-side QoE lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (carve-out stranded-cost model after a CIM that omitted a material litigation). Lead with the M&A Due Diligence option carve-out stranded-cost model can support after a CIM that omitted a material litigation, then the two facts that force it, then the Monday action for buy-side QoE lead in a health-system acquiring a specialty practice.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in carve-out stranded-cost model, then the action for buy-side QoE lead - Hypothesis scorecard against carve-out stranded-cost model: supported / rejected / untestable - Missing page in carve-out stranded-cost model after a CIM that omitted a material litigation, if any - Regulatory or exam hook Legal, IP, and Regulatory would cite