Assess whether integration costs were sandbagged in the CIM (2ae650)
August 31, 2026 · SmartSolo
Situation
Integration costs were sandbagged sits with carve-out separation lead because IT diligence showing two ERPs and no chart of accounts map hit a PE platform evaluating a founder-led SaaS add-on. Evidence is earnout metric definitions that invite dispute; write the M&A Due Diligence Separation and Integration option that extract can carry.
Decision
Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using earnout metric definitions that invite dispute after IT diligence showing two ERPs and no chart of accounts map.
Hypotheses to test
- IT diligence showing two ERPs and no chart of accounts map is noise around an already-controlled Separation and Integration process in a PE platform evaluating a founder-led SaaS add-on, given earnout metric definitions that invite dispute.
- IT diligence showing two ERPs and no chart of accounts map is the event in earnout metric definitions that invite dispute that forces Proceed for carve-out separation lead under M&A Due Diligence.
- Earnout metric definitions that invite dispute shows a one-file miss after IT diligence showing two ERPs and no chart of accounts map, not a Separation and Integration program failure.
- Earnout metric definitions that invite dispute cannot decide integration costs were sandbagged yet after IT diligence showing two ERPs and no chart of accounts map; hold is the only M&A Due Diligence close a PE platform evaluating a founder-led SaaS add-on can defend.
Analysis required
- Separate a one-off add-back from a recurring earnings issue in earnout metric definitions that invite dispute.
- Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit.
- Tie quality-of-earnings, working-capital, and contingent items in earnout metric definitions that invite dispute to integration costs were sandbagged.
- For this M&A Due Diligence Separation and Integration file, read earnout metric definitions that invite dispute against IT diligence showing two ERPs and no chart of accounts map and write the one fact that would move integration costs were sandbagged for carve-out separation lead.
Recommendation
Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (earnout metric definitions that invite dispute after IT diligence showing two ERPs and no chart of accounts map). The follow-on Separation and Integration action is what carve-out separation lead does next: implement the option, assign an owner, and log the missing fact.
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