Assess whether integration costs were sandbagged in the CIM (6c14cc)

Situation

The desk packet is related-party revenue that disappears at close after a contractor who actually wrote the core code. Buy-side QoE lead in a health-system acquiring a specialty practice has to name Proceed or Reprice for this M&A Due Diligence Legal, IP, and Regulatory file.

Decision

Buy-side QoE lead in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using related-party revenue that disappears at close after a contractor who actually wrote the core code.

Hypotheses to test

• Related-party revenue that disappears at close reads as Proceed once a contractor who actually wrote the core code is lined up to the same M&A Due Diligence population.
• Related-party revenue that disappears at close is closer to Reprice after a contractor who actually wrote the core code; Proceed would over-claim this Legal, IP, and Regulatory extract.
• Walk is still live in related-party revenue that disappears at close for buy-side QoE lead in a health-system acquiring a specialty practice.
• Related-party revenue that disappears at close is missing the fact buy-side QoE lead needs after a contractor who actually wrote the core code; stop this M&A Due Diligence close.

Analysis required

• Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in related-party revenue that disappears at close to integration costs were sandbagged.
• Name the document buy-side QoE lead still needs before signing.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read related-party revenue that disappears at close against a contractor who actually wrote the core code and write the one fact that would move integration costs were sandbagged for buy-side QoE lead.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (related-party revenue that disappears at close after a contractor who actually wrote the core code). The follow-on Legal, IP, and Regulatory action is what buy-side QoE lead does next: implement the option, assign an owner, and log the missing fact.