Assess whether working capital should be a walk-away (393292)

SITUATION The working file is post-merger systems-integration risk register after a CIM that omitted a material litigation. Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on has to name Proceed or Reprice for this M&A Due Diligence Separation and Integration file.

DECISION Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after a CIM that omitted a material litigation.

HYPOTHESES TO TEST 1. A CIM that omitted a material litigation is noise around an already-controlled Separation and Integration process in a PE platform evaluating a founder-led SaaS add-on, given post-merger systems-integration risk register. 2. A CIM that omitted a material litigation is the event in post-merger systems-integration risk register that forces Proceed for carve-out separation lead under M&A Due Diligence. 3. Post-merger systems-integration risk register shows a one-file miss after a CIM that omitted a material litigation, not a Separation and Integration program failure. 4. Post-merger systems-integration risk register cannot decide working capital should be yet after a CIM that omitted a material litigation; hold is the only M&A Due Diligence close a PE platform evaluating a founder-led SaaS add-on can defend.

ANALYSIS REQUIRED 1. Tie quality-of-earnings, working-capital, and contingent items in post-merger systems-integration risk register to working capital should be. 2. Name the document carve-out separation lead still needs before signing. 3. Test whether a CIM that omitted a material litigation is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence Separation and Integration file, read post-merger systems-integration risk register against a CIM that omitted a material litigation 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 (post-merger systems-integration risk register after a CIM that omitted a material litigation). The follow-on Separation and Integration action is what carve-out separation lead 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 post-merger systems-integration risk register, then the action for carve-out separation lead - Hypothesis scorecard against post-merger systems-integration risk register: supported / rejected / untestable - Missing page in post-merger systems-integration risk register after a CIM that omitted a material litigation, if any - Regulatory or exam hook Separation and Integration would cite