Calder / financial diligence correspondence

Supplier incentives and revised investment view

Q-07 / supporting records

Elena,

Please send the signed annual program, the AP purchase history by account, the supplier activity statement and the year-end incentive journal. Include returns accepted around year-end, subsequent credit memos, any account-combination arrangements and the purchasing forecast supporting the accrual.

We also need the status of rebate collection and the inventory treatment of returned stock. Please retain the original financial submission and show any later entries separately.

Thanks,
Sofia

Seller response

Sofia,

The files are attached, including the November purchasing plan. Aster is managed as a group purchasing relationship. Our AP history shows $12.240m across the two accounts, which is above the $12.000m threshold. We regard the upper tier as earned and the $0.450m accrual as collectible.

We expect to recover the balance. We see this as collection timing to address through closing working capital, rather than a change to earnings. We have no written waiver or amendment beyond the supplier response provided.

The receivable remains unpaid. The return memo was matched to the December return receivable, and the inventory matching note is attached. We have not changed the original incentive journal.

Regards,
Elena

Investment partner follow-up

Sofia,

We signed the LOI on March 20 at $23.400m EV. Exclusivity runs through May 15. The seller call is this afternoon; please send your revised view by 3:00 p.m. Central.

Reconcile the program economics and update the underwriting before recommending whether we hold the LOI price, re-trade, pause or walk. Our original investment limits are unchanged.

I need five fields: your recommendation; the evidence that changed the view; economics at the LOI price and any proposed revised price; conditions to advance; and the questions still open. Keep the original work available. Cite the specific source clause resolving the dispute, and prioritize two or three open request IDs with the answer that would change your decision. If you plan to operate Calder, add a condition on management transition or operating-role cost. Distinguish the seller’s position from the documents supporting it.

Marcus

Buyer diligence request register

Extract from buyer request register / April 13, 2026, 10:00 a.m.
IDRequestOwnerStatusLatest note
Q-01FY2024 / FY2025 management accountsSeller financeReceivedFinance review ongoing
Q-02Bank statements and cash reconciliationSeller financeOpenAwaiting response
Q-03Customer-level sales and retentionCommercial teamOpenAwaiting export
Q-04Key customer contractsSeller counselOpenAwaiting documents
Q-05Product / SKU gross-margin detailOperationsOpenAwaiting data
Q-06Aster AP purchase historySeller financeReceivedPosted activity export received
Q-07Aster annual program and accrual supportFinance / purchasingIn reviewProgram, statement, journal and return records received
Q-08All-vendor incentive register and accrual reviewSeller financeOpenAwaiting complete register and agreements
Q-09Capex history, cash forecast and proposed NWC definitionsSeller financeOpenNo agreed peg or closing definitions
Q-10Inventory aging and reserve policyOperationsOpenAwaiting schedule
Q-11Branch lease agreementsSeller counselOpenAwaiting documents
Q-12Employee census and compensationPeople teamOpenAwaiting anonymized census
Q-13Insurance policies and claims historySeller financeOpenAwaiting broker package
Q-14IT licenses and support contractsIT leadOpenAwaiting contracts
Q-15Tax returns and tax examination historyTax adviserOpenAwaiting response