Assess whether working capital should be a walk-away (9034a8)

SITUATION In a PE platform evaluating a founder-led SaaS add-on, customer concentration and termination-for-convenience clauses is the evidence after add-backs that are just delayed opex. Carve-out separation lead has to pick Proceed or Reprice for this M&A Due Diligence Separation and Integration close using customer concentration and termination-for-convenience clauses.

DECISION Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using customer concentration and termination-for-convenience clauses after add-backs that are just delayed opex.

HYPOTHESES TO TEST 1. Authorize Proceed now; customer concentration and termination-for-convenience clauses already has the discriminator after add-backs that are just delayed opex. 2. Keep Reprice in force until customer concentration and termination-for-convenience clauses is completed after add-backs that are just delayed opex for carve-out separation lead. 3. Treat customer concentration and termination-for-convenience clauses as Walk because both readings appear after add-backs that are just delayed opex. 4. Refuse a M&A Due Diligence close: carve-out separation lead does not have the decision working capital should be turns on in customer concentration and termination-for-convenience clauses.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in customer concentration and termination-for-convenience clauses to working capital should be. 3. Name the document carve-out separation lead still needs before signing. 4. For this M&A Due Diligence Separation and Integration file, read customer concentration and termination-for-convenience clauses against add-backs that are just delayed opex and write the one fact that would move working capital should be for carve-out separation lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (customer concentration and termination-for-convenience clauses after add-backs that are just delayed opex). Lead with the M&A Due Diligence option customer concentration and termination-for-convenience clauses can support after add-backs that are just delayed opex, then the two facts that force it, then the Monday action for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in customer concentration and termination-for-convenience clauses, then the action for carve-out separation lead - Hypothesis scorecard against customer concentration and termination-for-convenience clauses: supported / rejected / untestable - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on