Assess whether working capital should be a walk-away (57458f)

SITUATION A sponsor doing confirmatory after a tight auction cannot treat an earnout based on 'adjusted EBITDA' with no dictionary as incidental context on working-capital peg versus seasonal reality. Buy-side QoE lead must close working capital should be from that extract under M&A Due Diligence / Separation and Integration.

DECISION Buy-side QoE lead in a sponsor doing confirmatory after a tight auction must choose Proceed / Reprice / Walk / Hold using working-capital peg versus seasonal reality after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Working-capital peg versus seasonal reality reads as Proceed once an earnout based on 'adjusted EBITDA' with no dictionary is lined up to the same M&A Due Diligence population. 2. Working-capital peg versus seasonal reality is closer to Reprice after an earnout based on 'adjusted EBITDA' with no dictionary; Proceed would over-claim this Separation and Integration extract. 3. Walk is still live in working-capital peg versus seasonal reality for buy-side QoE lead in a sponsor doing confirmatory after a tight auction. 4. Working-capital peg versus seasonal reality is missing the fact buy-side QoE lead needs after an earnout based on 'adjusted EBITDA' with no dictionary; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a sponsor doing confirmatory after a tight auction would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in working-capital peg versus seasonal reality to working capital should be. 3. Name the document buy-side QoE lead still needs before signing. 4. For this M&A Due Diligence Separation and Integration file, read working-capital peg versus seasonal reality against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move working capital should be for buy-side QoE lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (working-capital peg versus seasonal reality after an earnout based on 'adjusted EBITDA' with no dictionary). Lead with the M&A Due Diligence option working-capital peg versus seasonal reality can support after an earnout based on 'adjusted EBITDA' with no dictionary, then the two facts that force it, then the Monday action for buy-side QoE 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 working-capital peg versus seasonal reality, then the action for buy-side QoE lead - Hypothesis scorecard against working-capital peg versus seasonal reality: supported / rejected / untestable - What changes working capital should be if an earnout based on 'adjusted EBITDA' with no dictionary is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others