Assess whether working capital should be a walk-away (aff177)

SITUATION After a founder who will not sign a non-compete, customer concentration and termination-for-convenience clauses is what carve-out separation lead can touch in a sponsor doing confirmatory after a tight auction. M&A Due Diligence will live with Proceed versus Reprice on this Legal, IP, and Regulatory file.

DECISION Carve-out separation lead in a sponsor doing confirmatory after a tight auction must choose Proceed / Reprice / Walk / Hold using customer concentration and termination-for-convenience clauses after a founder who will not sign a non-compete.

HYPOTHESES TO TEST 1. Authorize Proceed now; customer concentration and termination-for-convenience clauses already has the discriminator after a founder who will not sign a non-compete. 2. Keep Reprice in force until customer concentration and termination-for-convenience clauses is completed after a founder who will not sign a non-compete for carve-out separation lead. 3. Treat customer concentration and termination-for-convenience clauses as Walk because both readings appear after a founder who will not sign a non-compete. 4. Refuse a M&A Due Diligence close: carve-out separation lead does not have the decision working capital should be turns on in customer concentration and termination-for-convenience clauses.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a sponsor doing confirmatory after a tight auction would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in customer concentration and termination-for-convenience clauses to working capital should be. 3. Name the document carve-out separation lead still needs before signing. 4. For this M&A Due Diligence Legal, IP, and Regulatory file, read customer concentration and termination-for-convenience clauses against a founder who will not sign a non-compete 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 / Legal, IP, and Regulatory packet (customer concentration and termination-for-convenience clauses after a founder who will not sign a non-compete). The follow-on Legal, IP, and Regulatory 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 customer concentration and termination-for-convenience clauses, then the action for carve-out separation lead - Hypothesis scorecard against customer concentration and termination-for-convenience clauses: supported / rejected / untestable - What changes working capital should be if a founder who will not sign a non-compete is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others