Assess whether a top customer is actually sticky (4cb070)
August 31, 2026 · SmartSolo
Situation
After an earnout based on 'adjusted EBITDA' with no dictionary, revenue-quality bridge from bookings to cash is what carve-out separation lead can touch in a PE platform evaluating a founder-led SaaS add-on. M&A Due Diligence will live with Proceed versus Reprice on this Separation and Integration file.
Decision
Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using revenue-quality bridge from bookings to cash after an earnout based on 'adjusted EBITDA' with no dictionary.
Hypotheses to test
- The population in revenue-quality bridge from bookings to cash is the one an earnout based on 'adjusted EBITDA' with no dictionary named, so Proceed follows for this Separation and Integration file.
- The population in revenue-quality bridge from bookings to cash is adjacent only to an earnout based on 'adjusted EBITDA' with no dictionary; Reprice is the honest M&A Due Diligence call.
- A PE platform evaluating a founder-led SaaS add-on already contained an earnout based on 'adjusted EBITDA' with no dictionary before revenue-quality bridge from bookings to cash arrived; no new Separation and Integration path.
- Provenance on revenue-quality bridge from bookings to cash after an earnout based on 'adjusted EBITDA' with no dictionary is broken; do not pick Proceed or Reprice yet.
Analysis required
- Tie quality-of-earnings, working-capital, and contingent items in revenue-quality bridge from bookings to cash to a top customer is actually sticky.
- Name the document carve-out separation lead 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.
- For this M&A Due Diligence Separation and Integration file, read revenue-quality bridge from bookings to cash 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 carve-out separation lead.
Recommendation
Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (revenue-quality bridge from bookings to cash after an earnout based on 'adjusted EBITDA' with no dictionary). If revenue-quality bridge from bookings to cash cannot force a M&A Due Diligence label under Separation and Integration, stop. If revenue-quality bridge from bookings to cash 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, carve-out separation lead must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.
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