Assess whether working capital should be a walk-away (cc08b1)

SITUATION Commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate has one working extract — post-merger systems-integration risk register — after a QoE that cannot tie revenue to bank cash. If post-merger systems-integration risk register cannot support working capital should be, the only defensible M&A Due Diligence output is hold.

DECISION Commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after a QoE that cannot tie revenue to bank cash.

HYPOTHESES TO TEST 1. The population in post-merger systems-integration risk register is the one a QoE that cannot tie revenue to bank cash named, so Proceed follows for this People and Contracts file. 2. The population in post-merger systems-integration risk register is adjacent only to a QoE that cannot tie revenue to bank cash; Reprice is the honest M&A Due Diligence call. 3. A strategic buyer looking at a carve-out from a conglomerate already contained a QoE that cannot tie revenue to bank cash before post-merger systems-integration risk register arrived; no new People and Contracts path. 4. Provenance on post-merger systems-integration risk register after a QoE that cannot tie revenue to bank cash is broken; do not pick Proceed or Reprice yet.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in post-merger systems-integration risk register. 2. Map reps, earnout mechanics, and integration risk a strategic buyer looking at a carve-out from a conglomerate would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in post-merger systems-integration risk register to working capital should be. 4. For this M&A Due Diligence People and Contracts file, read post-merger systems-integration risk register against a QoE that cannot tie revenue to bank cash and write the one fact that would move working capital should be for commercial-diligence partner.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (post-merger systems-integration risk register after a QoE that cannot tie revenue to bank cash). Lead with the M&A Due Diligence option post-merger systems-integration risk register can support after a QoE that cannot tie revenue to bank cash, then the two facts that force it, then the Monday action for commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate.

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 commercial-diligence partner - Hypothesis scorecard against post-merger systems-integration risk register: supported / rejected / untestable - People and Contracts finding in post-merger systems-integration risk register that a second reviewer can re-perform - Missing page in post-merger systems-integration risk register after a QoE that cannot tie revenue to bank cash, if any