Assess whether working capital should be a walk-away (acef09)

SITUATION Environmental known-condition schedule arrived with an earnout based on 'adjusted EBITDA' with no dictionary for working-capital true-up analyst. That is a M&A Due Diligence People and Contracts decision on working capital should be in a family-office reviewing a manufacturing target.

DECISION Working-capital true-up analyst in a family-office reviewing a manufacturing target must choose Proceed / Reprice / Walk / Hold using environmental known-condition schedule after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Authorize Proceed now; environmental known-condition schedule already has the discriminator after an earnout based on 'adjusted EBITDA' with no dictionary. 2. Keep Reprice in force until environmental known-condition schedule is completed after an earnout based on 'adjusted EBITDA' with no dictionary for working-capital true-up analyst. 3. Treat environmental known-condition schedule as Walk because both readings appear after an earnout based on 'adjusted EBITDA' with no dictionary. 4. Refuse a M&A Due Diligence close: working-capital true-up analyst does not have the decision working capital should be turns on in environmental known-condition schedule.

ANALYSIS REQUIRED 1. Name the document working-capital true-up analyst still needs before signing. 2. Test whether an earnout based on 'adjusted EBITDA' with no dictionary is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in environmental known-condition schedule. 4. For this M&A Due Diligence People and Contracts file, read environmental known-condition schedule against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move working capital should be for working-capital true-up analyst.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (environmental known-condition schedule after an earnout based on 'adjusted EBITDA' with no dictionary). The follow-on People and Contracts action is what working-capital true-up analyst does next: implement the option, assign an owner, and log the missing fact.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in environmental known-condition schedule, then the action for working-capital true-up analyst - Hypothesis scorecard against environmental known-condition schedule: supported / rejected / untestable - People and Contracts finding in environmental known-condition schedule that a second reviewer can re-perform - Missing page in environmental known-condition schedule after an earnout based on 'adjusted EBITDA' with no dictionary, if any