Assess whether working capital should be a walk-away (257ad6)

SITUATION Legal, IP, and Regulatory work in a cross-border deal with earnout-heavy structure now turns on working capital should be because an earnout based on 'adjusted EBITDA' with no dictionary put carve-out stranded-cost model in play. Commercial-diligence partner should say what carve-out stranded-cost model proves.

DECISION Commercial-diligence partner in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Authorize Proceed now; carve-out stranded-cost model already has the discriminator after an earnout based on 'adjusted EBITDA' with no dictionary. 2. Keep Reprice in force until carve-out stranded-cost model is completed after an earnout based on 'adjusted EBITDA' with no dictionary for commercial-diligence partner. 3. Treat carve-out stranded-cost model as Walk because both readings appear after an earnout based on 'adjusted EBITDA' with no dictionary. 4. Refuse a M&A Due Diligence close: commercial-diligence partner does not have the decision working capital should be turns on in carve-out stranded-cost model.

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 carve-out stranded-cost model. 3. Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit. 4. For this M&A Due Diligence Legal, IP, and Regulatory file, read carve-out stranded-cost model against an earnout based on 'adjusted EBITDA' with no dictionary 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 (carve-out stranded-cost model after an earnout based on 'adjusted EBITDA' with no dictionary). If carve-out stranded-cost model cannot force a M&A Due Diligence label under Legal, IP, and Regulatory, stop. If carve-out stranded-cost model after an earnout based on 'adjusted EBITDA' with no dictionary cannot support Proceed versus Reprice on this M&A Due Diligence Legal, IP, and Regulatory close, commercial-diligence partner 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 carve-out stranded-cost model, then the action for commercial-diligence partner - Hypothesis scorecard against carve-out stranded-cost model: supported / rejected / untestable - What changes working capital should be if an earnout based on 'adjusted EBITDA' with no dictionary is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others