Assess whether working capital should be a walk-away (ade00e)

SITUATION Legal, IP, and Regulatory work in a sponsor doing confirmatory after a tight auction now turns on working capital should be because IT diligence showing two ERPs and no chart of accounts map put QoE add-backs the seller marked 'normalized' in play. Carve-out separation lead should say what QoE add-backs the seller marked 'normalized' proves.

DECISION Carve-out separation lead in a sponsor doing confirmatory after a tight auction must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map.

HYPOTHESES TO TEST 1. QoE add-backs the seller marked 'normalized' reads as Proceed once IT diligence showing two ERPs and no chart of accounts map is lined up to the same M&A Due Diligence population. 2. QoE add-backs the seller marked 'normalized' is closer to Reprice after IT diligence showing two ERPs and no chart of accounts map; Proceed would over-claim this Legal, IP, and Regulatory extract. 3. Walk is still live in QoE add-backs the seller marked 'normalized' for carve-out separation lead in a sponsor doing confirmatory after a tight auction. 4. QoE add-backs the seller marked 'normalized' is missing the fact carve-out separation lead needs after IT diligence showing two ERPs and no chart of accounts map; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in QoE add-backs the seller marked 'normalized'. 2. Map reps, earnout mechanics, and integration risk a sponsor doing confirmatory after a tight auction would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to working capital should be. 4. For this M&A Due Diligence Legal, IP, and Regulatory file, read QoE add-backs the seller marked 'normalized' against IT diligence showing two ERPs and no chart of accounts map and write the one fact that would move working capital should be for carve-out separation lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map). Lead with the M&A Due Diligence option QoE add-backs the seller marked 'normalized' can support after IT diligence showing two ERPs and no chart of accounts map, then the two facts that force it, then the Monday action for carve-out separation lead in a sponsor doing confirmatory after a tight auction.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in QoE add-backs the seller marked 'normalized', then the action for carve-out separation lead - Hypothesis scorecard against QoE add-backs the seller marked 'normalized': supported / rejected / untestable - What changes working capital should be if IT diligence showing two ERPs and no chart of accounts map is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others