Assess whether working capital should be a walk-away (9e399a)

SITUATION People and Contracts work in a public acquirer facing HSR and sector regulators now turns on working capital should be because an earnout based on 'adjusted EBITDA' with no dictionary put customer concentration and termination-for-convenience clauses in play. Customer-contract risk reviewer should say what customer concentration and termination-for-convenience clauses proves.

DECISION Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using customer concentration and termination-for-convenience clauses after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Customer concentration and termination-for-convenience clauses reads as Proceed once an earnout based on 'adjusted EBITDA' with no dictionary is lined up to the same M&A Due Diligence population. 2. Customer concentration and termination-for-convenience clauses is closer to Reprice after an earnout based on 'adjusted EBITDA' with no dictionary; Proceed would over-claim this People and Contracts extract. 3. Walk is still live in customer concentration and termination-for-convenience clauses for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators. 4. Customer concentration and termination-for-convenience clauses is missing the fact customer-contract risk reviewer needs after an earnout based on 'adjusted EBITDA' with no dictionary; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Test whether an earnout based on 'adjusted EBITDA' with no dictionary is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in customer concentration and termination-for-convenience clauses. 3. Map reps, earnout mechanics, and integration risk a public acquirer facing HSR and sector regulators would inherit. 4. For this M&A Due Diligence People and Contracts file, read customer concentration and termination-for-convenience clauses against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move working capital should be for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (customer concentration and termination-for-convenience clauses after an earnout based on 'adjusted EBITDA' with no dictionary). Lead with the M&A Due Diligence option customer concentration and termination-for-convenience clauses can support after an earnout based on 'adjusted EBITDA' with no dictionary, then the two facts that force it, then the Monday action for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators.