Assess whether related-party sales should be backed out of valuation (d90ddb)

SITUATION Buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on has one working extract — working-capital peg versus seasonal reality — after a TSA that expires before replacement systems exist. If working-capital peg versus seasonal reality cannot support related-party sales should be, the only defensible M&A Due Diligence output is hold.

DECISION Buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using working-capital peg versus seasonal reality after a TSA that expires before replacement systems exist.

HYPOTHESES TO TEST 1. A TSA that expires before replacement systems exist is noise around an already-controlled Earnings and Revenue Quality process in a PE platform evaluating a founder-led SaaS add-on, given working-capital peg versus seasonal reality. 2. A TSA that expires before replacement systems exist is the event in working-capital peg versus seasonal reality that forces Proceed for buy-side QoE lead under M&A Due Diligence. 3. Working-capital peg versus seasonal reality shows a one-file miss after a TSA that expires before replacement systems exist, not a Earnings and Revenue Quality program failure. 4. Working-capital peg versus seasonal reality cannot decide related-party sales should be yet after a TSA that expires before replacement systems exist; 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 working-capital peg versus seasonal reality to related-party sales should be. 2. Name the document buy-side QoE lead still needs before signing. 3. Test whether a TSA that expires before replacement systems exist is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read working-capital peg versus seasonal reality against a TSA that expires before replacement systems exist and write the one fact that would move related-party sales should be for buy-side QoE lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (working-capital peg versus seasonal reality after a TSA that expires before replacement systems exist). If working-capital peg versus seasonal reality cannot force a M&A Due Diligence label under Earnings and Revenue Quality, stop. Do not invent missing evidence a PE platform evaluating a founder-led SaaS add-on does not have.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on related-party sales should be, then the evidence in working-capital peg versus seasonal reality, then the action for buy-side QoE lead - Hypothesis scorecard against working-capital peg versus seasonal reality: supported / rejected / untestable - Owner and next date for buy-side QoE lead in a PE platform evaluating a founder-led SaaS add-on - What changes related-party sales should be if a TSA that expires before replacement systems exist is later withdrawn