Assess whether earnout definitions will cause a post-close fight (c39f23)

Situation

Carve-out separation lead in a health-system acquiring a specialty practice has one working extract — carve-out stranded-cost model — after a Phase II that found groundwater impact. If carve-out stranded-cost model cannot support earnout definitions will cause, the honest M&A Due Diligence output is hold.

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 Phase II that found groundwater impact.

Hypotheses to test

• Authorize Proceed now; carve-out stranded-cost model already has the discriminator after a Phase II that found groundwater impact.
• Keep Reprice in force until carve-out stranded-cost model is completed after a Phase II that found groundwater impact for carve-out separation lead.
• Treat carve-out stranded-cost model as Walk because both readings appear after a Phase II that found groundwater impact.
• Refuse a M&A Due Diligence close: carve-out separation lead does not have the page earnout definitions will cause turns on in carve-out stranded-cost model.

Analysis required

• Name the document carve-out separation lead still needs before signing.
• Test whether a Phase II that found groundwater impact is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model.
• For this M&A Due Diligence People and Contracts file, read carve-out stranded-cost model against a Phase II that found groundwater impact and write the one fact that would move earnout definitions will cause 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 Phase II that found groundwater impact). The follow-on People and Contracts action is what carve-out separation lead does next: implement the option, assign an owner, and log the missing fact.

Command returns