Assess whether working capital should be a walk-away (29939c)

SITUATION After a Phase II that found groundwater impact, earnout metric definitions that invite dispute is what carve-out separation lead can touch in a health-system acquiring a specialty practice. M&A Due Diligence will live with Proceed versus Reprice on this People and Contracts file.

DECISION Carve-out separation lead in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using earnout metric definitions that invite dispute after a Phase II that found groundwater impact.

HYPOTHESES TO TEST 1. A health-system acquiring a specialty practice can accept Proceed on working capital should be only from earnout metric definitions that invite dispute after a Phase II that found groundwater impact, not from a neighboring People and Contracts file. 2. Reprice is the reading if earnout metric definitions that invite dispute after a Phase II that found groundwater impact fails the M&A Due Diligence test carve-out separation lead would cite. 3. Walk stays open while earnout metric definitions that invite dispute still contains both Proceed and Reprice signals. 4. Until earnout metric definitions that invite dispute after a Phase II that found groundwater impact answers working capital should be, carve-out separation lead should leave the People and Contracts close unnamed.

ANALYSIS REQUIRED 1. Name the document carve-out separation lead still needs before signing. 2. Test whether a Phase II that found groundwater impact is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in earnout metric definitions that invite dispute. 4. For this M&A Due Diligence People and Contracts file, read earnout metric definitions that invite dispute against a Phase II that found groundwater impact 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 / People and Contracts packet (earnout metric definitions that invite dispute after a Phase II that found groundwater impact). If earnout metric definitions that invite dispute cannot force a M&A Due Diligence label under People and Contracts, stop. If earnout metric definitions that invite dispute after a Phase II that found groundwater impact cannot support Proceed versus Reprice on this M&A Due Diligence People and Contracts close, carve-out separation lead must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in earnout metric definitions that invite dispute, then the action for carve-out separation lead - Hypothesis scorecard against earnout metric definitions that invite dispute: 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 health-system acquiring a specialty practice