Assess whether working capital should be a walk-away after a Phase II that

SITUATION Integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on has one working extract — related-party revenue that disappears at close — after a Phase II that found groundwater impact. If related-party revenue that disappears at close cannot support working capital should be, the only defensible M&A Due Diligence output is hold.

DECISION Integration-risk PMO 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 a Phase II that found groundwater impact.

HYPOTHESES TO TEST 1. A Phase II that found groundwater impact is noise around an already-controlled People and Contracts process in a PE platform evaluating a founder-led SaaS add-on, given related-party revenue that disappears at close. 2. A Phase II that found groundwater impact is the event in related-party revenue that disappears at close that forces Proceed for integration-risk PMO under M&A Due Diligence. 3. Related-party revenue that disappears at close shows a one-file miss after a Phase II that found groundwater impact, not a People and Contracts program failure. 4. Related-party revenue that disappears at close cannot decide working capital should be yet after a Phase II that found groundwater impact; 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 related-party revenue that disappears at close to working capital should be. 2. Name the document integration-risk PMO still needs before signing. 3. Test whether a Phase II that found groundwater impact is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence People and Contracts file, read related-party revenue that disappears at close against a Phase II that found groundwater impact and write the one fact that would move working capital should be for integration-risk PMO.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (related-party revenue that disappears at close after a Phase II that found groundwater impact). If related-party revenue that disappears at close cannot force a M&A Due Diligence label under People and Contracts, stop. If related-party revenue that disappears at close after a Phase II that found groundwater impact cannot support Proceed versus Reprice on this M&A Due Diligence People and Contracts close, integration-risk PMO must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.

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 integration-risk PMO - Hypothesis scorecard against related-party revenue that disappears at close: supported / rejected / untestable - What changes working capital should be if a Phase II that found groundwater impact is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others