Pre-close DD — verify the firm is real and underwriteable. Tier-1 deal-killers must close, Tier-2 inputs must populate the underwriting case, Tier-3 sets up Day 0/30/90 baseline.
Day-0 baseline — the 10 monthly KPIs. Each Tier-1 DD finding becomes the opening row of the post-close monthly dashboard. The DD doc's Day-0 column = the Snapshot's Today column.
The join — by Jul 25 (close), the baseline column should be 100% filled with verified numbers. Day 1 then becomes "fill in the dashboard we built last month," not "build the dashboard."
- Issue full Tier-1 + Tier-2 doc request to Arwa Mon Apr 29 — framed as "moving to close"
- Latham kicks off SJSC conversion same day
- Schedule on-site DD week for May 5–9
- Retain external accountant by Fri May 3
- Akram convenes Day-45 gate review on calendar now — June 10 as fixed checkpoint
Each row is a post-close monthly KPI. The "Today" column starts unknown and fills as DD evidence arrives. By Jul 25, all 10 should have verified or proxy values. This becomes Day 1's opening dashboard.
| # | KPI | Today (current) | Pre-Close Target | Day 30 | Day 90 | Steady-State | Owner | From DD |
|---|
| KPI | Current | Target | Variance | Status | Trend | Owner |
|---|
| Category | Status | One-line explanation |
|---|
- No metric without an owner.
- No red metric without root cause.
- No commentary without a date.
- No adjusted EBITDA without a bridge.
- No reported deployment without usage evidence.
- No Egypt savings claim without quality and rework check.
- No "seasonality" explanation two months in a row without cash proof.
- No monthly review closed until actions are assigned.
| Trigger | Threshold | Required Response |
|---|---|---|
| Revenue miss vs budget | >5% | Variance commentary in monthly pack |
| EBITDA margin miss | >3 pp | Bridge required, root cause named |
| WIP >90 days | >10% of WIP | Force job-level review; top 10 stale jobs named |
| AR >90 days | >15% of AR | Red flag; top 10 overdue clients named |
| DSO trend | Up 2 consecutive months | Accord intervention; collections review |
| Single client concentration | >15% yellow / >25% red | Concentration mitigation plan (red) |
| Turnover | 2+ regrettable manager/senior exits | Escalate to Accord HQ; 14-day retention review |
| Accord OS deployment | Below milestone | Adoption review with CIO; usage audit |
| Egypt delivery % | Below milestone | Lane review with Egypt hub lead |
Danaher's 8-Driver Discipline — every driver (revenue growth, normalized EBITDA, WIP/AR, ROIC, on-time delivery, quality, internal fill rate, retention) must have a measured Day 0 baseline before integration begins. You cannot improve what you cannot measure.
Koltin's CPA M&A Playbook — Marriage Checklist is the qualitative scorecard. Sole-proprietor firms fail on several items by design (next-gen, scalability, partner alignment). What we cannot tolerate: failure on leadership integrity, profitability, or culture.
Constellation / Leonard Discipline — never pay for hope. Lock EV to verified IS; tie everything contingent on hope to deferred / earn-up payment. 25% ROIC hurdle is non-negotiable. Walking is a feature.
| # | Criterion | Score | Reasoning |
|---|---|---|---|
| 1 | Great leadership | PASS | Honest under push, accepted normalization, signed in good faith. Caveat: stepping into BD; audit manager owns delivery. |
| 2 | Strong organic growth | CONCERN | No verified 3-yr series. Cannot score until DD lands. |
| 3 | Profitability | CONCERN | Reported 62% margin was wrong. Normalized 30–35% unverified at 65% confidence. |
| 4 | Partner alignment | N/A | Sole proprietor. Replaced by Arwa + audit manager alignment. |
| 5 | Great culture | UNKNOWN | DD on-site week is the only way to know. |
| 6 | Scalable practice | FAIL by structure | Currently founder-dependent. Egypt + Accord OS = the scalability injection. This is why we're buying. |
| 7 | Capital needs for expansion | PASS | The deal answers this. |
| 8 | M&A track record | N/A | First-time seller. Mitigated by Bilal relationship. |
| 9 | Next-gen talent | CONCERN | One audit manager. No bench. Biggest people-side risk. |
| 10 | Respected within profession | VERIFY | Need SOCPA standing check + 3 peer/regulator references. |
Are we paying for what IS or for hope?
Today: partially for hope. 3.1x multiple is on a normalized EBITDA we haven't independently verified.
Action: structure SPA so anything beyond verified Day-0 EBITDA × 3.1x is deferred or earn-up.
Does the price respect our 25% ROIC hurdle in conservative case?
Cannot answer until Tier-1 lands. Conservative = verified EBITDA at QoE low end (SAR 948K), no Year 1 growth, full integration cost absorbed.
Run that math when verified data arrives. Sub-15% = re-price. 15–20% = restructure. Clears 25% = close.
Is the post-close compounding mechanism real?
Today: relying too heavily on Arwa's energy. Compounding requires (i) Accord OS standardization,
(ii) Egypt delivery substitution, (iii) Mushir/AI augmentation, (iv) cross-firm best-practice transfer. Pre-close work plan must include calendar items with owners — not aspiration.
~/.openclaw/workspace/projects/arwa-dd/arwa-pre-close-dd-requirements.md— full DD doc~/.openclaw/workspace/projects/arwa-dd/arwa-operating-metrics-snapshot.md— metrics snapshot~/clawd/memory/vp-ops-build-first-close-danaher-8-driver-baseline-pack-arwa-uhy-ey-2026-04-19.md— Danaher 8-driver pack~/clawd/memory/cfo-build-monthly-operating-review-template-for-acquired-firms-d-2026-03-16.md— CFO 10-KPI template~/fleet-live/kayan/deal-rooms/arwa-greencpa.md— Kayan deal room (live)