Assess whether a top customer is actually sticky (c550cd)

Situation

Commercial-diligence partner owns a top customer is actually sticky inside a public acquirer facing HSR and sector regulators with management-team retention and key-person map as the only packet. A customer who just sent a non-renewal is what changed the clock for this M&A Due Diligence Separation and Integration file.

Decision

Commercial-diligence partner in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after a customer who just sent a non-renewal.

Hypotheses to test

• A customer who just sent a non-renewal is noise around an already-controlled Separation and Integration process in a public acquirer facing HSR and sector regulators, given management-team retention and key-person map.
• A customer who just sent a non-renewal is the event in management-team retention and key-person map that forces Proceed for commercial-diligence partner under M&A Due Diligence.
• Management-team retention and key-person map shows a one-file miss after a customer who just sent a non-renewal, not a Separation and Integration program failure.
• Management-team retention and key-person map cannot decide a top customer is actually sticky yet after a customer who just sent a non-renewal; hold is the only M&A Due Diligence close a public acquirer facing HSR and sector regulators can defend.

Analysis required

• Separate a one-off add-back from a recurring earnings issue in management-team retention and key-person map.
• Map reps, earnout mechanics, and integration risk a public acquirer facing HSR and sector regulators would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in management-team retention and key-person map to a top customer is actually sticky.
• For this M&A Due Diligence Separation and Integration file, read management-team retention and key-person map against a customer who just sent a non-renewal and write the one fact that would move a top customer is actually sticky for commercial-diligence partner.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (management-team retention and key-person map after a customer who just sent a non-renewal). If management-team retention and key-person map cannot force a M&A Due Diligence label under Separation and Integration, stop. If management-team retention and key-person map after a customer who just sent a non-renewal cannot support Proceed versus Reprice on this M&A Due Diligence Separation and Integration close, commercial-diligence partner must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.