Assess whether a top customer is actually sticky (73dfdd)

Situation

An earnout based on 'adjusted EBITDA' with no dictionary put management-team retention and key-person map in front of customer-contract risk reviewer in a family-office reviewing a manufacturing target. This M&A Due Diligence / Legal, IP, and Regulatory close is a top customer is actually sticky from management-team retention and key-person map, and the live options are Proceed, Reprice, Walk.

Decision

Customer-contract risk reviewer in a family-office reviewing a manufacturing target must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary.

Hypotheses to test

• The population in management-team retention and key-person map is the one an earnout based on 'adjusted EBITDA' with no dictionary named, so Proceed follows for this Legal, IP, and Regulatory file.
• The population in management-team retention and key-person map is adjacent only to an earnout based on 'adjusted EBITDA' with no dictionary; Reprice is the honest M&A Due Diligence call.
• A family-office reviewing a manufacturing target already contained an earnout based on 'adjusted EBITDA' with no dictionary before management-team retention and key-person map arrived; no new Legal, IP, and Regulatory path.
• Provenance on management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary is broken; do not pick Proceed or Reprice yet.

Analysis required

• Name the document customer-contract risk reviewer 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 management-team retention and key-person map.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read management-team retention and key-person map against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move a top customer is actually sticky for customer-contract risk reviewer.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary). The follow-on Legal, IP, and Regulatory action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.