Carve-outs are the most complex transactions
in M&A.
Separating a business unit from a corporate group requires surgical precision: disentangling IT systems, contracts, personnel, finances and operational processes - simultaneously under time pressure and without endangering day-to-day business.
Separation-proven. Operationally robust. Mid-market to corporate.
Why carve-outs fail due to complexity
I want to sell a business unit but don't know how the disentanglement of shared IT systems and contracts works.
I'm facing a carve-out and need a robust timeline synchronising the sale process and operational separation.
The buyer demands standalone financial data that doesn't exist in our group accounting.
I fear key employees will leave during the carve-out process and company value will decline.
Does this sound like your situation?
Let's clarify in a free initial consultation whether and how we can help.
Carve-out: what is being separated and why
Our carve-out approach
Scoping and carve-out design
Definition of the carve-out perimeter: Which assets, contracts, employees and IT systems belong to the separated unit? Creation of the carve-out balance sheet.
Standalone readiness
Analysis of standalone capability: Which shared services must be replicated? Which Transitional Service Agreements (TSAs) are needed?
Transaction support
Support in SPA negotiation, TSA design, working capital definition and closing mechanics for the carve-out-specific context.
Separation management
Steering of operational disentanglement after closing: IT separation, HR transition, contract migration and TSA wind-down.
- Carve-out scoping and perimeter definition
- Pro forma standalone balance sheet and cost analysis
- TSA framework and day-1 readiness checklist
- Separation management roadmap
Typical carve-out results
Typical carve-out duration
TSA term after closing
Standalone cost uplift
Day-1 readiness rate
Duration and costs vary significantly by degree of interweaving, sector and transaction size.
What does a poorly planned carve-out cost?
- Day-1 chaos: Without day-1 readiness planning, IT systems go down on the first day after closing, bank accounts are missing and customers cannot be served.
- TSA dependency: Overly long TSAs cost the buyer 15-30% annual uplift, and operationally tie down the seller.
- Purchase price reduction: Buyers discount the purchase price by 10-20% when standalone capability is not demonstrated.
- Employee attrition: Uncertainty during the carve-out process leads to departure of key personnel, and thus value destruction.
Frequently asked questions about carve-out transactions
Further M&A topics
Planning a carve-out? We make it operational.
From scoping through the carve-out balance sheet to complete separation - we support the entire process operationally and on the transaction side.
Related Topics
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