Assess whether working capital should be a walk-away (102ce3)

SITUATION Management-team retention and key-person map arrived with a Phase II that found groundwater impact for working-capital true-up analyst. That is a M&A Due Diligence Separation and Integration decision on working capital should be in a cross-border deal with earnout-heavy structure.

DECISION Working-capital true-up analyst in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after a Phase II that found groundwater impact.

HYPOTHESES TO TEST 1. A Phase II that found groundwater impact is noise around an already-controlled Separation and Integration process in a cross-border deal with earnout-heavy structure, given management-team retention and key-person map. 2. A Phase II that found groundwater impact is the event in management-team retention and key-person map that forces Proceed for working-capital true-up analyst under M&A Due Diligence. 3. Management-team retention and key-person map shows a one-file miss after a Phase II that found groundwater impact, not a Separation and Integration program failure. 4. Management-team retention and key-person map cannot decide working capital should be yet after a Phase II that found groundwater impact; hold is the only M&A Due Diligence close a cross-border deal with earnout-heavy structure can defend.

ANALYSIS REQUIRED 1. Name the document working-capital true-up analyst still needs before signing. 2. Test whether a Phase II that found groundwater impact is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in management-team retention and key-person map. 4. For this M&A Due Diligence Separation and Integration file, read management-team retention and key-person map against a Phase II that found groundwater impact and write the one fact that would move working capital should be for working-capital true-up analyst.

RECOMMENDATION Working-capital true-up analyst should take Reprice on working capital should be unless management-team retention and key-person map after a Phase II that found groundwater impact already proves Proceed for this Separation and Integration packet in a cross-border deal with earnout-heavy structure. Keep Walk live only while management-team retention and key-person map is missing the decision working capital should be turns on. The working test on management-team retention and key-person map is whether Name the document working-capital true-up analyst still needs before signing..

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 working-capital true-up analyst - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Owner and next date for working-capital true-up analyst in a cross-border deal with earnout-heavy structure - What changes working capital should be if a Phase II that found groundwater impact is later withdrawn