Assess whether a top customer is actually sticky (112c73)

Situation

After an earnout based on 'adjusted EBITDA' with no dictionary, post-merger systems-integration risk register is what working-capital true-up analyst can touch in a cross-border deal with earnout-heavy structure. M&A Due Diligence will live with Proceed versus Reprice on this Separation and Integration file.

Decision

Working-capital true-up analyst in a cross-border deal with earnout-heavy structure 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

• Post-merger systems-integration risk register reads as Proceed once an earnout based on 'adjusted EBITDA' with no dictionary is lined up to the same M&A Due Diligence population.
• Post-merger systems-integration risk register is closer to Reprice after an earnout based on 'adjusted EBITDA' with no dictionary; Proceed would over-claim this Separation and Integration extract.
• Walk is still live in post-merger systems-integration risk register for working-capital true-up analyst in a cross-border deal with earnout-heavy structure.
• Post-merger systems-integration risk register is missing the fact working-capital true-up analyst needs after an earnout based on 'adjusted EBITDA' with no dictionary; stop this M&A Due Diligence close.

Analysis required

• 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 post-merger systems-integration risk register.
• Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit.
• For this M&A Due Diligence Separation and Integration 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 a top customer is actually sticky for working-capital true-up analyst.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary). If post-merger systems-integration risk register cannot force a M&A Due Diligence label under Separation and Integration, stop. If post-merger systems-integration risk register after an earnout based on 'adjusted EBITDA' with no dictionary cannot support Proceed versus Reprice on this M&A Due Diligence Separation and Integration close, working-capital true-up analyst must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.