Assess whether working capital should be a walk-away (aab733)

SITUATION Integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on has one working extract — management-team retention and key-person map — after an HSR second-request rumor. If management-team retention and key-person map cannot support working capital should be, the only defensible M&A Due Diligence output is hold.

DECISION Integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after an HSR second-request rumor.

HYPOTHESES TO TEST 1. Management-team retention and key-person map reads as Proceed once an HSR second-request rumor is lined up to the same M&A Due Diligence population. 2. Management-team retention and key-person map is closer to Reprice after an HSR second-request rumor; Proceed would over-claim this People and Contracts extract. 3. Walk is still live in management-team retention and key-person map for integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on. 4. Management-team retention and key-person map is missing the fact integration-risk PMO needs after an HSR second-request rumor; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in management-team retention and key-person map. 2. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in management-team retention and key-person map to working capital should be. 4. For this M&A Due Diligence People and Contracts file, read management-team retention and key-person map against an HSR second-request rumor and write the one fact that would move working capital should be for integration-risk PMO.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (management-team retention and key-person map after an HSR second-request rumor). The follow-on People and Contracts action is what integration-risk PMO 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 management-team retention and key-person map, then the action for integration-risk PMO - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Missing page in management-team retention and key-person map after an HSR second-request rumor, if any - Regulatory or exam hook People and Contracts would cite