Assess whether working capital should be a walk-away (7f4d4c)

SITUATION A PE platform evaluating a founder-led SaaS add-on cannot treat add-backs that are just delayed opex as incidental context on related-party revenue that disappears at close. Carve-out separation lead must close working capital should be from that extract under M&A Due Diligence / Separation and Integration.

DECISION Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using related-party revenue that disappears at close after add-backs that are just delayed opex.

HYPOTHESES TO TEST 1. Related-party revenue that disappears at close reads as Proceed once add-backs that are just delayed opex is lined up to the same M&A Due Diligence population. 2. Related-party revenue that disappears at close is closer to Reprice after add-backs that are just delayed opex; Proceed would over-claim this Separation and Integration extract. 3. Walk is still live in related-party revenue that disappears at close for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on. 4. Related-party revenue that disappears at close is missing the fact carve-out separation lead needs after add-backs that are just delayed opex; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Test whether add-backs that are just delayed opex is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in related-party revenue that disappears at close. 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 related-party revenue that disappears at close against add-backs that are just delayed opex 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 (related-party revenue that disappears at close after add-backs that are just delayed opex). 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 related-party revenue that disappears at close, then the action for carve-out separation lead - Hypothesis scorecard against related-party revenue that disappears at close: 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