Assess whether management can run this without the founder from carve-out
August 31, 2026
SITUATION Buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on has one working extract — carve-out stranded-cost model — after a CIM that omitted a material litigation. If carve-out stranded-cost model cannot support management can run this, the only defensible M&A Due Diligence output is hold.
DECISION Buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after a CIM that omitted a material litigation.
HYPOTHESES TO TEST 1. Carve-out stranded-cost model reads as Proceed once a CIM that omitted a material litigation is lined up to the same M&A Due Diligence population. 2. Carve-out stranded-cost model is closer to Reprice after a CIM that omitted a material litigation; Proceed would over-claim this Earnings and Revenue Quality extract. 3. Walk is still live in carve-out stranded-cost model for buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on. 4. Carve-out stranded-cost model is missing the fact buy-side QoE lead needs after a CIM that omitted a material litigation; stop this M&A Due Diligence close.
ANALYSIS REQUIRED 1. Name the document buy-side QoE lead still needs before signing. 2. Test whether a CIM that omitted a material litigation is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read carve-out stranded-cost model against a CIM that omitted a material litigation and write the one fact that would move management can run this for buy-side QoE lead.
RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (carve-out stranded-cost model after a CIM that omitted a material litigation). The follow-on Earnings and Revenue Quality action is what buy-side QoE lead does next: implement the option, assign an owner, and log the missing fact.
COMMAND RETURNS - Bottom-line M&A Due Diligence option on management can run this, then the evidence in carve-out stranded-cost model, then the action for buy-side QoE lead - Hypothesis scorecard against carve-out stranded-cost model: supported / rejected / untestable - Earnings and Revenue Quality finding in carve-out stranded-cost model that a second reviewer can re-perform - Missing page in carve-out stranded-cost model after a CIM that omitted a material litigation, if any
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