Glossary — ACME Health / Cumberland Valley Integration

Terms this suite uses that a reader coming from ordinary project delivery may not have met. Each is defined as it is used here, against this program's own numbers. The Methodology Guide explains why the practices exist; this page defines what the words mean.

Section	Term	Meaning in this suite
The Transaction	Gun-jumping	Acting as a single company before the transaction closes — sharing competitively sensitive information, coordinating pricing, or integrating operations. It is an antitrust violation, not a matter of etiquette, and it is the reason a Clean Team exists.
	Clean Team	An independent team, engaged by ACME Health Legal rather than by the program, permitted to review competitively sensitive information before closing and to return conclusions only, never the underlying records. ⚠ A clean team retained by the party it shields would not be a barrier.
	Carve-out	An acquisition of a subsidiary out of a continuing parent, rather than a whole company. Cumberland Valley Health Plan is carved out of its parent, which keeps operating and keeps providing shared services after close. The continuing seller is what makes a TSA coherent.
	Whole-company merger	The contrasting case: shareholders take cash and the selling entity ceases to exist. There is no continuing counterparty, so there is nobody to provide transitional services and no TSA to exit.
	HSR clearance	Federal antitrust clearance under Hart-Scott-Rodino. One of two gates this transaction could not close without.
	Form A	State insurance regulator approval of a change of control of an insurer. The second gate, and the one that attaches conditions — on this program a condition barring offshore handling of member data.
Day 1 and What Follows	Day 1	The first day of common ownership — October 2, 2023 here. Legal, regulatory and operational continuity must hold from that morning.
	Integrated	The state in which two organizations run as one on one set of systems. ⚠ Day 1 is not integrated, and conflating the two is the classic first-timer error. On this program Day 1 and integration are separated by roughly fifteen months.
	Day 100	A checkpoint, not a gate — January 9, 2024. It asks whether the program is stable enough to continue on plan, and on this program it recorded that the review population was still unquantified.
Transitional Services	Transition Services Agreement (TSA)	A contract under which the seller continues to provide named services to the sold business for a defined period. ⚠ A TSA obliges the seller to PROVIDE a service. It does not oblige the seller to make the buyer CAPABLE of it.
	TSA exit	Standing a service up independently and switching the seller off. Exiting the TSA is the integration — the migrations exist to make each exit possible.
	Reverse shadowing	The acceptance test for knowledge transfer: the buyer performs the task while the provider observes. Watching someone else do it is not evidence of capability.
Contracts and Vendors	Assignment	Transferring the benefit of a contract to another party. Often permitted, and often not sufficient — it can leave the original party still liable.
	Novation	Replacing one party to a contract with another by agreement of all three, so the original party is released. ⚠ Where an entity's form changes at close, novation rather than assignment is usually what is actually required.
	Change-of-control clause	A contract term triggered by a change in ownership, giving the counterparty rights — consent, repricing, or termination. 12 inherited agreements carry one here and 3 confer an outright termination right.
	Business Associate Agreement (BAA)	A HIPAA-required contract with any party handling protected health information on the covered entity's behalf. 16 are required at close. ⚠ The divesting parent is a business associate — it hosts member data under the TSA, and it is the one most often missed because nobody files the seller under “vendors.”
Insurance Entities	Statutory merger	Combining two insurance entities with the approval of the domiciliary regulator. One route to consolidating a book of business.
	Assumption reinsurance	The other route: the acquiring insurer assumes the policies, generally with policyholder notice and regulatory approval. ⚠ A book of business cannot be moved the way a company can — policies are contracts with members, so consolidation is a regulated act, not a corporate one.
Estimating	AACE estimate class	A five-point scale for how much an estimate can be trusted, from Class 5 (concept screening, prepared with almost no data) to Class 1. The class is a property of the information available, not of the estimator's effort.
	Progressive elaboration	The PMI principle that plans become more accurate as more is known. It is the reason a program is not held to its first number.
	Class 5, legally imposed	⚠ The M&A sharpening. Here the Class 5 condition was not sloppiness — antitrust law barred examining member-level data before close, so the first estimate was structurally guaranteed to be unreliable. The overrun is a consequence of the law, not of the estimating.
Baselines and Change	Baseline 1 — the deal model	The pre-close estimate: base $42M plus $6.3M contingency, $52.5M authorized. AACE Class 5, prepared under the prohibition above.
	Baseline 2 — the re-baseline	The first estimate produced with the data: base $51.8M, $60.1M authorized. AACE Class 2.
	Re-baseline	⚠ An event, not change control. Change control governs movement away from a baseline; it cannot govern the arrival of the first credible one. The re-baseline replaces the plan rather than amending it, and it is approved by the Steering Committee, not by the change board.
	Change control	The mechanism that bridges Baseline 2 to actual. Approved changes total $7.6M against a final outturn of $59.4M. ⚠ The log must reconcile exactly — it is the arithmetic that makes the ending auditable.
Schedule	Float	A by-product of the network: time that exists because of how activities are sequenced. Nobody bought it and nobody decides to spend it.
	Margin	⚠ Not float. The gap between the planned TSA exit and the contractual maximum was bought at signing. Spending it is a Steering Committee decision, not a scheduling adjustment. 90 days of it were still unused at exit.
	Late but whole	The ending this program actually had: TSA exit on December 31, 2024 against a contractual maximum of March 31, 2025. Consuming negotiated margin is a win; breaching a contractual maximum is a governance failure.
Member Identity	EMPI	Enterprise master patient index — the single index of members across the combined 2,220,000.
	Clerical review band	The third outcome of matching, between automatic match and automatic non-match, worked by trained stewards. Assumed at 8% of records; it came in at 26%.
	False positive	A merge of two different people. ⚠ The two matching errors are not symmetrical. A false negative leaves a duplicate, which is visible and fixable; a false positive puts one member's history under another's identity, and nothing in normal operations surfaces it.
Synergy	Run-rate synergy	The annualized saving in force at a point in time. The commitment here is $85M by the end of Year 3.
	Cumulative capture	What was actually banked along the way — a different number from run-rate, and $14.2M behind the model here. ⚠ Reporting only the flattering one is the most available way to mislead a steering committee.
	Dis-synergy	Costs the transaction creates rather than removes. An allowance of $6M is carried, because a plan that tracks only benefits always reports favorably.