Separating a business unit for sale is sometimes complex
Companies sometimes sell a business unit in order to refocus on their core business or to get rid of nonprofitable service or product lines. A separation of this division from the company as whole ("carve-out") is necessary, which can be a very complex task. Deloitte assists with the preparation of operational, financial and other aspects.
Are you looking for the optimal way to separate a division and get the maximum value from the transaction? Based on extensive experience, Deloitte can advise during the preparation and assist with the realisation of complex carve-out transactions in an efficient manner.
A regular M&A transaction brings with it the necessary challenges; however, the complexity of a transaction increases if there is a carve-out situation.
The business unit that is to be separated is in many cases integrated with your current business operations (for example, shared services for Finance, IT and HR) and you are looking for the optimal way to separate the business unit and extract the maximum value from the transaction. We can use our experience to help you answer questions such as:
- What does the stand-alone organisation look like and what needs to be arranged at what time?
- What should you pay attention to before, during and after the carve-out?
Historical financial data from the carve-out are often incomplete; For example, there is a profit and loss account for the unit for sale but no balance sheet. In such a situation, splitting the financial administration and (properly) allocating sales, costs, assets and liabilities to the activities to be divested can be a time-consuming and complex process. The impact of the split on the cost structure and working capital of both the selling and the carve-out entity must also be carefully mapped out.
As the market leader in carve-outs, Deloitte has supervised the most prominent transactions in recent years. With our knowledge of carve-outs we create maximum value by offering support in the following areas:
- Securing the Closing with the help of a detailed transition plan up to Day 1
- Guarantee business continuity through clear governance and operation on Day 1 ("Blueprint")
- Project management and functional expertise during the separation for the benefit of all functional demergers
- Detailed and implement Transactional Service Agreements ("TSA") to ensure business operations on Day 1
- Supporting the development of consistent and well-founded financial information from the carve-out
- Mapping the impact of the spin-off on the costs and cash flows as well as the one-off costs of the split
- Drawing up the financial information required to implement the legal separation
- Advice on financial and carve-out aspects of transaction documentation (including the Share Purchase Agreement) and drawing up of completion accounts
The Deloitte team brings the required expertise and capacity to supplement and unburden your organization. Well prepared, consistent and solid information contributes to a smoother process of a carve-out transaction.
Maximum realisation of the sales value, minimal transition risks and effective addressing of lagging costs as a result of the carve-out transaction.
Thanks to the experience of our team we can help you to compile a complete, consistent and solid set of (financial and operational) information, advise you on making the right choices in preparing the carve-out and support on the end-to-end implementation of the carve-out and the related M&A transaction. Timely insight into the (financial) consequences of a carve-out limits the risks of the transaction and prevents financial surprises.