Assess whether working capital should be a walk-away (71a167)

SITUATION Carve-out separation lead in a sponsor doing confirmatory after a tight auction has one working extract — revenue-quality bridge from bookings to cash — after IT diligence showing two ERPs and no chart of accounts map. If revenue-quality bridge from bookings to cash cannot support working capital should be, the only defensible M&A Due Diligence output is hold.

DECISION Carve-out separation lead in a sponsor doing confirmatory after a tight auction must choose Proceed / Reprice / Walk / Hold using revenue-quality bridge from bookings to cash after IT diligence showing two ERPs and no chart of accounts map.

HYPOTHESES TO TEST 1. Authorize Proceed now; revenue-quality bridge from bookings to cash already has the discriminator after IT diligence showing two ERPs and no chart of accounts map. 2. Keep Reprice in force until revenue-quality bridge from bookings to cash is completed after IT diligence showing two ERPs and no chart of accounts map for carve-out separation lead. 3. Treat revenue-quality bridge from bookings to cash as Walk because both readings appear after IT diligence showing two ERPs and no chart of accounts map. 4. Refuse a M&A Due Diligence close: carve-out separation lead does not have the decision working capital should be turns on in revenue-quality bridge from bookings to cash.

ANALYSIS REQUIRED 1. Test whether IT diligence showing two ERPs and no chart of accounts map is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in revenue-quality bridge from bookings to cash. 3. Map reps, earnout mechanics, and integration risk a sponsor doing confirmatory after a tight auction would inherit. 4. For this M&A Due Diligence Legal, IP, and Regulatory file, read revenue-quality bridge from bookings to cash 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 (revenue-quality bridge from bookings to cash after IT diligence showing two ERPs and no chart of accounts map). Lead with the M&A Due Diligence option revenue-quality bridge from bookings to cash 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 revenue-quality bridge from bookings to cash, then the action for carve-out separation lead - Hypothesis scorecard against revenue-quality bridge from bookings to cash: supported / rejected / untestable - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for carve-out separation lead in a sponsor doing confirmatory after a tight auction