Whether working capital should be a walk-away from carve-out stranded-cost

SITUATION Carve-out stranded-cost model arrived with IT diligence showing two ERPs and no chart of accounts map. Buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on still has an evidence gap on whether working capital should be a walk-away.

DECISION Buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after IT diligence showing two ERPs and no chart of accounts map.

HYPOTHESES TO TEST 1. Carve-out stranded-cost model reads as Proceed once IT diligence showing two ERPs and no chart of accounts map is lined up to the same M&A Due Diligence population. 2. Carve-out stranded-cost model is closer to Reprice after IT diligence showing two ERPs and no chart of accounts map; Proceed would over-claim this Earnings and Revenue Quality extract. 3. Walk is still live in carve-out stranded-cost model for buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on. 4. Carve-out stranded-cost model is missing the fact buy-side QoE lead needs after IT diligence showing two ERPs and no chart of accounts map; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Name the document buy-side QoE lead still needs before signing. 2. Test whether IT diligence showing two ERPs and no chart of accounts map is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read carve-out stranded-cost model against IT diligence showing two ERPs and no chart of accounts map and write the one fact that would move working capital should be for buy-side QoE lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (carve-out stranded-cost model after IT diligence showing two ERPs and no chart of accounts map). Lead with the M&A Due Diligence option carve-out stranded-cost model can support after IT diligence showing two ERPs and no chart of accounts map, then the two facts that force it, then the Monday action for buy-side QoE 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 carve-out stranded-cost model, then the action for buy-side QoE lead - Hypothesis scorecard against carve-out stranded-cost model: supported / rejected / untestable - What changes working capital should be if IT diligence showing two ERPs and no chart of accounts map is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others