Assess whether working capital should be a walk-away (e11a9b)

SITUATION After a QoE that cannot tie revenue to bank cash, management-team retention and key-person map is what customer-contract risk reviewer can touch in a strategic buyer looking at a carve-out from a conglomerate. M&A Due Diligence will live with Proceed versus Reprice on this Separation and Integration file.

DECISION Customer-contract risk reviewer in a strategic buyer looking at a carve-out from a conglomerate must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after a QoE that cannot tie revenue to bank cash.

HYPOTHESES TO TEST 1. A QoE that cannot tie revenue to bank cash is noise around an already-controlled Separation and Integration process in a strategic buyer looking at a carve-out from a conglomerate, given management-team retention and key-person map. 2. A QoE that cannot tie revenue to bank cash is the event in management-team retention and key-person map that forces Proceed for customer-contract risk reviewer under M&A Due Diligence. 3. Management-team retention and key-person map shows a one-file miss after a QoE that cannot tie revenue to bank cash, not a Separation and Integration program failure. 4. Management-team retention and key-person map cannot decide working capital should be yet after a QoE that cannot tie revenue to bank cash; hold is the only M&A Due Diligence close a strategic buyer looking at a carve-out from a conglomerate can defend.

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 strategic buyer looking at a carve-out from a conglomerate 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 Separation and Integration file, read management-team retention and key-person map against a QoE that cannot tie revenue to bank cash 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 / Separation and Integration packet (management-team retention and key-person map after a QoE that cannot tie revenue to bank cash). Lead with the M&A Due Diligence option management-team retention and key-person map can support after a QoE that cannot tie revenue to bank cash, then the two facts that force it, then the Monday action for customer-contract risk reviewer in a strategic buyer looking at a carve-out from a conglomerate.

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 customer-contract risk reviewer - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Owner and next date for customer-contract risk reviewer in a strategic buyer looking at a carve-out from a conglomerate - What changes working capital should be if a QoE that cannot tie revenue to bank cash is later withdrawn