Assess whether related-party sales should be backed out of valuation (43caff)

SITUATION A PE platform evaluating a founder-led SaaS add-on cannot treat a founder who will not sign a non-compete as incidental context on regulatory-approval critical-path calendar. Carve-out separation lead must close related-party sales should be from that extract under M&A Due Diligence / Separation and Integration.

DECISION Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using regulatory-approval critical-path calendar after a founder who will not sign a non-compete.

HYPOTHESES TO TEST 1. A founder who will not sign a non-compete is noise around an already-controlled Separation and Integration process in a PE platform evaluating a founder-led SaaS add-on, given regulatory-approval critical-path calendar. 2. A founder who will not sign a non-compete is the event in regulatory-approval critical-path calendar that forces Proceed for carve-out separation lead under M&A Due Diligence. 3. Regulatory-approval critical-path calendar shows a one-file miss after a founder who will not sign a non-compete, not a Separation and Integration program failure. 4. Regulatory-approval critical-path calendar cannot decide related-party sales should be yet after a founder who will not sign a non-compete; hold is the only M&A Due Diligence close a PE platform evaluating a founder-led SaaS add-on can defend.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in regulatory-approval critical-path calendar. 2. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in regulatory-approval critical-path calendar to related-party sales should be. 4. For this M&A Due Diligence Separation and Integration file, read regulatory-approval critical-path calendar against a founder who will not sign a non-compete and write the one fact that would move related-party sales should be for carve-out separation lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (regulatory-approval critical-path calendar after a founder who will not sign a non-compete). Lead with the M&A Due Diligence option regulatory-approval critical-path calendar can support after a founder who will not sign a non-compete, then the two facts that force it, then the Monday action for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on related-party sales should be, then the evidence in regulatory-approval critical-path calendar, then the action for carve-out separation lead - Hypothesis scorecard against regulatory-approval critical-path calendar: supported / rejected / untestable - Owner and next date for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on - What changes related-party sales should be if a founder who will not sign a non-compete is later withdrawn