Assess whether working capital should be a walk-away (bd6ba0)

SITUATION The working file is working-capital peg versus seasonal reality after a founder who will not sign a non-compete. Environmental diligence manager in a roll-up of three regional service companies has to name Proceed or Reprice for this M&A Due Diligence Separation and Integration file.

DECISION Environmental diligence manager in a roll-up of three regional service companies must choose Proceed / Reprice / Walk / Hold using working-capital peg versus seasonal reality after a founder who will not sign a non-compete.

HYPOTHESES TO TEST 1. A founder who will not sign a non-compete is noise around an already-controlled Separation and Integration process in a roll-up of three regional service companies, given working-capital peg versus seasonal reality. 2. A founder who will not sign a non-compete is the event in working-capital peg versus seasonal reality that forces Proceed for environmental diligence manager under M&A Due Diligence. 3. Working-capital peg versus seasonal reality shows a one-file miss after a founder who will not sign a non-compete, not a Separation and Integration program failure. 4. Working-capital peg versus seasonal reality cannot decide working capital should be yet after a founder who will not sign a non-compete; hold is the only M&A Due Diligence close a roll-up of three regional service companies can defend.

ANALYSIS REQUIRED 1. Test whether a founder who will not sign a non-compete is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in working-capital peg versus seasonal reality. 3. Map reps, earnout mechanics, and integration risk a roll-up of three regional service companies would inherit. 4. For this M&A Due Diligence Separation and Integration file, read working-capital peg versus seasonal reality against a founder who will not sign a non-compete and write the one fact that would move working capital should be for environmental diligence manager.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (working-capital peg versus seasonal reality after a founder who will not sign a non-compete). The follow-on Separation and Integration action is what environmental diligence manager does next: implement the option, assign an owner, and log the missing fact.

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 environmental diligence manager - Hypothesis scorecard against working-capital peg versus seasonal reality: supported / rejected / untestable - Owner and next date for environmental diligence manager in a roll-up of three regional service companies - What changes working capital should be if a founder who will not sign a non-compete is later withdrawn