Capabilities

Carve out consulting: separation planning and TSA delivery

Carve outs, separations and post merger integration, with day one readiness planned properly rather than improvised.

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PEF Consulting Partners leads carve outs and separations from the client side, with delivery experience on the separation of National Grid and NESO and merger and acquisition leadership at Smart Choice Metering. A separation is a delivery programme with a legal deadline, and we run it as one.

Separating a business from its parent is one of the most complex programmes an organisation can run, and one of the most time pressured, because the deal timetable does not wait for the operational reality. A carve-out has to disentangle shared systems, processes, contracts and people, keep the business running throughout, and stand up an entity that can operate on its own, often under a transitional services agreement with a clock ticking. We plan and deliver carve-outs and separations for corporates and investors.

Where we help

Separation planning

Working out what has to be separated and how: the systems, data, processes, contracts and people that are entangled with the parent, and a sequenced plan to disentangle them without breaking the business. The planning that determines whether the separation is controlled or chaotic.

Transitional service agreements

Designing the TSA that keeps the separated business running on the parent’s services during transition, and, just as important, planning the exit from it. Many separations stall not at day one but at TSA exit, when the temporary arrangements have to become permanent and nobody planned for it.

Standing up the standalone business

Building the systems, processes and capabilities the separated entity needs to run independently: finance, operations, technology and the functions that were previously provided by the parent. See finance transformation for standing up a standalone finance function.

Data and systems separation

Untangling and migrating the data and systems shared with the parent, one of the hardest and most underestimated parts of any separation. Our migration and systems experience is central here.

Why carve outs are uniquely hard

For investors

Carve-outs are common in private equity, both acquiring a division from a corporate and later separating a portfolio business for sale. We support both. See private equity and infrastructure and post acquisition integration.

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Get in touch to discuss a separation or carve-out.

HOW WE WORKA controlled path from goal to benefit1UnderstandYour goals, systems and risks2ShapeThe approach and business case3MobiliseThe team and operating model4DeliverControlled, governed delivery5AssureIndependent quality and control6RealiseStabilised, savings secured

What a carve out involves

A carve out separates a business unit from its parent so it can be sold, listed or run on its own. The work falls into separation planning, which decides what the new business needs to stand alone and in what order; the transition services agreement, which sets out what the parent keeps providing, for how long and at what price; the systems and data separation, which is where most of the cost and risk sits; and day one readiness, so that customers, staff, suppliers and regulators notice nothing except the name. The buyer’s side is the mirror image: understanding what is really being bought, pricing the TSA exit and planning the integration or standalone build before the deal closes.

Common questions

What does carve out mean?

A carve out is the separation of a business unit, division or set of assets from its parent so that it can be sold, spun off or run independently. It means untangling shared people, systems, data, contracts and services, often under a transitional services agreement while the separated business builds its own.

What is a transitional services agreement?

A contract under which the seller keeps providing services such as IT, finance or HR to the carved out business for a fixed period after completion, while it stands up its own capability.

Facing a carve out or integration?

We have delivered separations at the scale of national infrastructure. Whatever the size of yours, we know how to reach day one cleanly.

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