Assess whether a top customer is actually sticky (d81bb0)
August 31, 2026 · SmartSolo
Situation
Customer-contract risk reviewer owns a top customer is actually sticky inside a strategic buyer looking at a carve-out from a conglomerate with related-party revenue that disappears at close as the only packet. Add-backs that are just delayed opex is what changed the clock for this M&A Due Diligence Separation and Integration file.
Decision
Customer-contract risk reviewer in a strategic buyer looking at a carve-out from a conglomerate must choose Proceed / Reprice / Walk / Hold using related-party revenue that disappears at close after add-backs that are just delayed opex.
Hypotheses to test
- The population in related-party revenue that disappears at close is the one add-backs that are just delayed opex named, so Proceed follows for this Separation and Integration file.
- The population in related-party revenue that disappears at close is adjacent only to add-backs that are just delayed opex; Reprice is the honest M&A Due Diligence call.
- A strategic buyer looking at a carve-out from a conglomerate already contained add-backs that are just delayed opex before related-party revenue that disappears at close arrived; no new Separation and Integration path.
- Provenance on related-party revenue that disappears at close after add-backs that are just delayed opex is broken; do not pick Proceed or Reprice yet.
Analysis required
- Tie quality-of-earnings, working-capital, and contingent items in related-party revenue that disappears at close to a top customer is actually sticky.
- Name the document customer-contract risk reviewer still needs before signing.
- Test whether add-backs that are just delayed opex is a diligence gap, a price chip, or a walk-away.
- For this M&A Due Diligence Separation and Integration file, read related-party revenue that disappears at close against add-backs that are just delayed opex 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 / Separation and Integration packet (related-party revenue that disappears at close after add-backs that are just delayed opex). The follow-on Separation and Integration action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.
Explore more
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- Assess whether a top customer is actually sticky (8664e2)
- Assess whether management can run this without the founder (0d4756)
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- Assess whether earnout definitions will cause a post-close fight (081ae3)
Explore related decision areas
- Assess whether to price to win or walk from a buy-in (821055)Government RFP
- Assess whether a referral to counsel is warranted (507f64)Forensic Accounting
- Assess whether related-party revenue is arm's-length (9fb44c)Forensic Accounting
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