Assess whether working capital should be a walk-away (3b75eb)

SITUATION Environmental known-condition schedule arrived with a TSA that expires before replacement systems exist for carve-out separation lead. That is a M&A Due Diligence Separation and Integration decision on working capital should be in a PE platform evaluating a founder-led SaaS add-on.

DECISION Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using environmental known-condition schedule after a TSA that expires before replacement systems exist.

HYPOTHESES TO TEST 1. Authorize Proceed now; environmental known-condition schedule already has the discriminator after a TSA that expires before replacement systems exist. 2. Keep Reprice in force until environmental known-condition schedule is completed after a TSA that expires before replacement systems exist for carve-out separation lead. 3. Treat environmental known-condition schedule as Walk because both readings appear after a TSA that expires before replacement systems exist. 4. Refuse a M&A Due Diligence close: carve-out separation lead does not have the decision working capital should be turns on in environmental known-condition schedule.

ANALYSIS REQUIRED 1. Test whether a TSA that expires before replacement systems exist is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in environmental known-condition schedule. 3. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 4. For this M&A Due Diligence Separation and Integration file, read environmental known-condition schedule against a TSA that expires before replacement systems exist 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 (environmental known-condition schedule after a TSA that expires before replacement systems exist). Lead with the M&A Due Diligence option environmental known-condition schedule can support after a TSA that expires before replacement systems exist, 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 environmental known-condition schedule, then the action for carve-out separation lead - Hypothesis scorecard against environmental known-condition schedule: supported / rejected / untestable - Owner and next date for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on - What changes working capital should be if a TSA that expires before replacement systems exist is later withdrawn