Assess whether working capital should be a walk-away (972068)

SITUATION Commercial-diligence partner in a cross-border deal with earnout-heavy structure has one working extract — revenue-quality bridge from bookings to cash — after add-backs that are just delayed opex. If revenue-quality bridge from bookings to cash cannot support working capital should be, the only defensible M&A Due Diligence output is hold.

DECISION Commercial-diligence partner in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using revenue-quality bridge from bookings to cash after add-backs that are just delayed opex.

HYPOTHESES TO TEST 1. Revenue-quality bridge from bookings to cash reads as Proceed once add-backs that are just delayed opex is lined up to the same M&A Due Diligence population. 2. Revenue-quality bridge from bookings to cash is closer to Reprice after add-backs that are just delayed opex; Proceed would over-claim this Legal, IP, and Regulatory extract. 3. Walk is still live in revenue-quality bridge from bookings to cash for commercial-diligence partner in a cross-border deal with earnout-heavy structure. 4. Revenue-quality bridge from bookings to cash is missing the fact commercial-diligence partner needs after add-backs that are just delayed opex; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Tie quality-of-earnings, working-capital, and contingent items in revenue-quality bridge from bookings to cash to working capital should be. 2. Name the document commercial-diligence partner still needs before signing. 3. Test whether add-backs that are just delayed opex is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence Legal, IP, and Regulatory file, read revenue-quality bridge from bookings to cash against add-backs that are just delayed opex 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 / Legal, IP, and Regulatory packet (revenue-quality bridge from bookings to cash after add-backs that are just delayed opex). The follow-on Legal, IP, and Regulatory action is what commercial-diligence partner 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 revenue-quality bridge from bookings to cash, then the action for commercial-diligence partner - Hypothesis scorecard against revenue-quality bridge from bookings to cash: supported / rejected / untestable - Owner and next date for commercial-diligence partner in a cross-border deal with earnout-heavy structure - What changes working capital should be if add-backs that are just delayed opex is later withdrawn