Assess whether the carve-out is operable on day one (3f6126)

SITUATION The working file is carve-out stranded-cost model after a TSA that expires before replacement systems exist. Customer-contract risk reviewer in a family-office reviewing a manufacturing target has to name Proceed or Reprice for this M&A Due Diligence Legal, IP, and Regulatory file.

DECISION Customer-contract risk reviewer in a family-office reviewing a manufacturing target must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after a TSA that expires before replacement systems exist.

HYPOTHESES TO TEST 1. Authorize Proceed now; carve-out stranded-cost model already has the discriminator after a TSA that expires before replacement systems exist. 2. Keep Reprice in force until carve-out stranded-cost model is completed after a TSA that expires before replacement systems exist for customer-contract risk reviewer. 3. Treat carve-out stranded-cost model as Walk because both readings appear after a TSA that expires before replacement systems exist. 4. Refuse a M&A Due Diligence close: customer-contract risk reviewer 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 customer-contract risk reviewer still needs before signing. 3. Test whether a TSA that expires before replacement systems exist 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 TSA that expires before replacement systems exist and write the one fact that would move the carve-out is operable for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (carve-out stranded-cost model after a TSA that expires before replacement systems exist). The follow-on Legal, IP, and Regulatory action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.

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 customer-contract risk reviewer - Hypothesis scorecard against carve-out stranded-cost model: supported / rejected / untestable - Legal, IP, and Regulatory finding in carve-out stranded-cost model that a second reviewer can re-perform - Missing page in carve-out stranded-cost model after a TSA that expires before replacement systems exist, if any