Case Studies
M&A DiligenceIndustrial maintenance acquisition target

Copperline Industrial Services

The walk-away that Phase Two priced

A $19.5M LOI, an environmental finding that reads like a deal-killer, and a $25M synergy fantasy. The instrument holds the line on all three, then reprices the deal when the facts change.

Demonstration data. Every company, person, and transcript in these case studies is fictional, and none is a client engagement. Every figure is real output from a reproducible MCOS run, graded against a written answer key before publication.

$730,000

Synergies counted, only the defended ones

$2.7M

Real EBITDA after the $400K true-down

$16.84M

Revised offer after Phase Two

20/20

Answer-key claims verified

The engagement

01

Diligence: the at-risk read

Call one surfaces the Ogden yard: hydrocarbon staining, possibly uninsurable, carried with explicit walk-away framing. The verdict is proceed with conditions, gated on Phase Two. On the upside, exactly two synergies survive with dollars attached, $420,000 in procurement and $310,000 in back-office, totaling $730,000, with the report disclosing that unsized items are carried at zero. The $400,000 family-payroll add-back gets trued down: adjusted EBITDA $3.1M, real EBITDA $2.7M.

Counted synergies ($420K + $310K)$730K
Real EBITDA vs the $3.1M adjusted$2.7M
Conditions: consent, financials, OSHA3
02

The traps that did not fire

The seller's deck floats a $25M revenue synergy on a $22M target. The instrument surfaces it, flags it, and never counts a dollar of it. The $1.8M crane-fleet deferred maintenance, which the target's own CFO warned nobody had better model as a synergy, is carried as cost, never upside. A vague maybe-$2M cross-sell stays flagged as unvalidated and out of the base case.

Fantasy synergy: flagged, counted at $0$25M
Crane fleet: cost, never a synergy$1.8M
Unvalidated cross-sell in the base case$0
03

Phase Two: the re-pricing

Phase Two comes back clean with a footnote. The Ogden staining is shallow and contained: a $140,000 dig-and-haul plus a pollution liability policy, and the classification drops from potential walk-away to a quantified, insurable, remediable item. The price math is stated on the call and survives intact: $19.5M LOI, less the $400K true-down capitalized at 6.3x ($2.52M), less the $140K remediation. Revised offer, $16.84M. Both readings stay in the record: the walk-away framing as history, the remediable classification as the current state.

Remediation, taken as a price reduction$140K
EBITDA true-down at the 6.3x multiple-$2.52M
Revised offer, from $19.5M$16.84M

What the instrument would not claim

  • Conditions of close never clear themselves. A human marks each one cleared, with a note and a tamper-evident SHA-256 audit hash, so the record shows who adjudicated what and when.
  • The synergy total discloses its own composition: two sized items counted, everything unsized carried at zero. No blended, unexplainable number.
  • When call two contains no grounded synergy, the model's only fallback is a small estimate labeled directional with low confidence. This page quotes the grounded $730,000, not the fallback.

Numbers of record

Verdict, all three statesProceed with conditions
Counted synergies$730,000 ($420K procurement + $310K back-office, unsized at zero)
EBITDA$3.1M adjusted, $2.7M real after the $400K true-down
Environmental arcWalk-away framed, then remediable: $140K dig-and-haul + PLL policy
Price arc$19.5M LOI to $16.84M revised ($2.52M true-down + $140K remediation)
Fantasy control$25M revenue synergy flagged, never valued; $1.8M crane fleet held as cost

Run of record

Harness
audits/15_ma_diligence/run_anvil_ma.py
Grade
20/20 answer-key claims hold across three states
Verified
mcos-core 5f95720 on 2026-08-14

Deterministic rule-mode runs of both diligence calls, plus the merged timeline view produced by the same merge code the product dashboard runs.

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The same pipeline that produced every number on this page, priced per run, with the same grounding guards on.