Assess whether management can run this without the founder from post-merger
August 31, 2026
SITUATION The working file is post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary. Carve-out separation lead in a roll-up of three regional service companies has to name Proceed or Reprice for this M&A Due Diligence Earnings and Revenue Quality file.
DECISION Carve-out separation lead in a roll-up of three regional service companies must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary.
HYPOTHESES TO TEST 1. Carve-out separation lead can defend Proceed from post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary in a M&A Due Diligence challenge. 2. Carve-out separation lead cannot defend Proceed from post-merger systems-integration risk register; Reprice is what the extract actually supports after an earnout based on 'adjusted EBITDA' with no dictionary. 3. An earnout based on 'adjusted EBITDA' with no dictionary never reached the population in post-merger systems-integration risk register — reopen intake, do not close management can run this. 4. Two facts in post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary conflict for carve-out separation lead; hold this Earnings and Revenue Quality file.
ANALYSIS REQUIRED 1. Test whether an earnout based on 'adjusted EBITDA' with no dictionary is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in post-merger systems-integration risk register. 3. Map reps, earnout mechanics, and integration risk a roll-up of three regional service companies would inherit. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read post-merger systems-integration risk register against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move management can run this for carve-out separation lead.
RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary). Lead with the M&A Due Diligence option post-merger systems-integration risk register can support after an earnout based on 'adjusted EBITDA' with no dictionary, then the two facts that force it, then the Monday action for carve-out separation lead in a roll-up of three regional service companies.
COMMAND RETURNS - Bottom-line M&A Due Diligence option on management can run this, then the evidence in post-merger systems-integration risk register, then the action for carve-out separation lead - Hypothesis scorecard against post-merger systems-integration risk register: supported / rejected / untestable - What changes management can run this if an earnout based on 'adjusted EBITDA' with no dictionary is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others
Explore more
More M&A Due Diligence prompts
- Assess whether related-party sales should be backed out of valuation (59d334)
- Assess whether management can run this without the founder after a contractor
- Assess whether integration costs were sandbagged in the CIM (54d53b)
- Buy-side QoE lead must resolve whether earnings quality supports the bid price
- Assess whether working capital should be a walk-away from QoE add-backs
Explore related decision areas
- Whether loss development requires a rate or a restriction from cyber controlInsurance Underwriting
- Assess whether CAT pricing is defensible given SOV quality after a cedentInsurance Underwriting
- External counsel's accounting expert must resolve whether the S-1 disclosureForensic Accounting
See governed multi-model AI on your own prompt
Compare GPT-5, Claude, and Gemini side by side, with human review and a decision record built in.

