[PayPal's suitors walked away](https://www.marketwatch.com/story/paypals-stock-sinks-as-suitors-reportedly-walk-away-from-their-takeover-bid-b943e5ec?mod=mw_rss_topstories) from the bid, and the market's pinning this on deal dynamics. But here's what matters: when multiple sophisticated acquirers conduct M&A diligence and walk, it's rarely about valuation disagreement. It's about something they found on the balance sheet that doesn't reconcile. PYPL's accrual structure is the problem.

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