Buy-side QoE lead must resolve whether management can run this without

Situation

Buy-side QoE lead owns management can run this inside a PE platform evaluating a founder-led SaaS add-on with carve-out stranded-cost model as the only packet. An earnout based on 'adjusted EBITDA' with no dictionary is what changed the clock for this M&A Due Diligence Earnings and Revenue Quality file.

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 an earnout based on 'adjusted EBITDA' with no dictionary.

Hypotheses to test

• Carve-out stranded-cost model reads as Proceed once an earnout based on 'adjusted EBITDA' with no dictionary is lined up to the same M&A Due Diligence population.
• Carve-out stranded-cost model is closer to Reprice after an earnout based on 'adjusted EBITDA' with no dictionary; Proceed would over-claim this Earnings and Revenue Quality extract.
• 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.
• Carve-out stranded-cost model is missing the fact buy-side QoE lead needs after an earnout based on 'adjusted EBITDA' with no dictionary; stop this M&A Due Diligence close.

Analysis required

• Name the document buy-side QoE lead still needs before signing.
• Test whether an earnout based on 'adjusted EBITDA' with no dictionary 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 Earnings and Revenue Quality file, read carve-out stranded-cost model against an earnout based on 'adjusted EBITDA' with no dictionary 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 an earnout based on 'adjusted EBITDA' with no dictionary). Lead with the M&A Due Diligence option carve-out stranded-cost model can support after an earnout based on 'adjusted EBITDA' with no dictionary, then the two facts that force it, then the Monday action for buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on.