Assess whether integration costs were sandbagged in the CIM (7bb526)

Situation

Legal, IP, and Regulatory work in a family-office reviewing a manufacturing target now turns on integration costs were sandbagged because a founder who will not sign a non-compete put QoE add-backs the seller marked 'normalized' in play. Legal, IP, and Regulatory work in a family-office reviewing a manufacturing target now turns on integration costs were sandbagged because a founder who will not sign a non-compete put QoE add-backs the seller marked 'normalized' in play; customer-contract risk reviewer should say what QoE add-backs the seller marked 'normalized' proves for M&A Due Diligence.

Decision

Customer-contract risk reviewer in a family-office reviewing a manufacturing target must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after a founder who will not sign a non-compete.

Hypotheses to test

• The population in QoE add-backs the seller marked 'normalized' is the one a founder who will not sign a non-compete named, so Proceed follows for this Legal, IP, and Regulatory file.
• The population in QoE add-backs the seller marked 'normalized' is adjacent only to a founder who will not sign a non-compete; Reprice is the honest M&A Due Diligence call.
• A family-office reviewing a manufacturing target already contained a founder who will not sign a non-compete before QoE add-backs the seller marked 'normalized' arrived; no new Legal, IP, and Regulatory path.
• Provenance on QoE add-backs the seller marked 'normalized' after a founder who will not sign a non-compete is broken; do not pick Proceed or Reprice yet.

Analysis required

• Separate a one-off add-back from a recurring earnings issue in QoE add-backs the seller marked 'normalized'.
• Map reps, earnout mechanics, and integration risk a family-office reviewing a manufacturing target would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to integration costs were sandbagged.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read QoE add-backs the seller marked 'normalized' against a founder who will not sign a non-compete and write the one fact that would move integration costs were sandbagged for customer-contract risk reviewer.

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