Whether working capital should be a walk-away from post-merger

SITUATION After a Phase II that found groundwater impact, post-merger systems-integration risk register is what integration-risk PMO can touch in a sponsor doing confirmatory after a tight auction. M&A Due Diligence will live with Proceed versus Reprice on this Earnings and Revenue Quality file.

DECISION Integration-risk PMO in a sponsor doing confirmatory after a tight auction must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register 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 Earnings and Revenue Quality process in a sponsor doing confirmatory after a tight auction, given post-merger systems-integration risk register. 2. A Phase II that found groundwater impact is the event in post-merger systems-integration risk register that forces Proceed for integration-risk PMO under M&A Due Diligence. 3. Post-merger systems-integration risk register shows a one-file miss after a Phase II that found groundwater impact, not a Earnings and Revenue Quality program failure. 4. Post-merger systems-integration risk register 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 sponsor doing confirmatory after a tight auction can defend.

ANALYSIS REQUIRED 1. Name the document integration-risk PMO 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 post-merger systems-integration risk register. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read post-merger systems-integration risk register against a Phase II that found groundwater impact 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 / Earnings and Revenue Quality packet (post-merger systems-integration risk register after a Phase II that found groundwater impact). If post-merger systems-integration risk register cannot force a M&A Due Diligence label under Earnings and Revenue Quality, stop. Do not invent missing evidence a sponsor doing confirmatory after a tight auction does not have.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in post-merger systems-integration risk register, then the action for integration-risk PMO - Hypothesis scorecard against post-merger systems-integration risk register: supported / rejected / untestable - Regulatory or exam hook Earnings and Revenue Quality would cite - Earnings and Revenue Quality finding in post-merger systems-integration risk register that a second reviewer can re-perform