Assess whether working capital should be a walk-away (2efc2f)

SITUATION An earnout based on 'adjusted EBITDA' with no dictionary put post-merger systems-integration risk register in front of carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on. This M&A Due Diligence / Separation and Integration close is working capital should be from post-merger systems-integration risk register, and the live options are Proceed, Reprice, Walk.

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 an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Authorize Proceed now; post-merger systems-integration risk register already has the discriminator after an earnout based on 'adjusted EBITDA' with no dictionary. 2. Keep Reprice in force until post-merger systems-integration risk register is completed after an earnout based on 'adjusted EBITDA' with no dictionary for carve-out separation lead. 3. Treat post-merger systems-integration risk register as Walk because both readings appear after an earnout based on 'adjusted EBITDA' with no dictionary. 4. Refuse a M&A Due Diligence close: carve-out separation lead does not have the decision working capital should be turns on in post-merger systems-integration risk register.

ANALYSIS REQUIRED 1. Name the document carve-out separation lead 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 post-merger systems-integration risk register. 4. For this M&A Due Diligence Separation and Integration file, read post-merger systems-integration risk register against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move working capital should be for carve-out separation lead.

RECOMMENDATION The actionable close on post-merger systems-integration risk register is Proceed if an earnout based on 'adjusted EBITDA' with no dictionary left a complete Separation and Integration trail; otherwise Reprice. Carve-out separation lead should cite the specific line in post-merger systems-integration risk register that settles working capital should be before anyone else acts 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 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 - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on