The carve-out (or partial sale of a company) represents a special challenge in the M&A environment. Individual parts or brands are sold out of a company or a group of companies.

The value of the part of the company or the brand, for example, is problematic, which is difficult for the investor to measure. Operational spin-offs of business units represent a particular challenge. In particular, the decoupling from existing systems (IT), the separation of employees and the transfer of business are worthy of special mention.

 

Our analyses & services for a possible carve-out

 

  1. Which part of the company is to be sold, what is included, which employees and which assets will be transferred?
  2. Due diligence of the interlocking of the business unit with the company (legal, economic, social, spatial).

  3. Preparation of an independent profitability calculation for the carve-out part and auditing of this by an independent auditor.

  4. Process preparation of the carve-out: Preparation of the separation of the company part, making parts already independent of the organisation (where feasible), classic M&A tasks such as preparation of the management presentation, the data room, vendor due diligence and investor analysis and approach.

  5. Conclusion of the contract including possible agreements on Transition Services Agreements (TSA).

  6. Actual decoupling on the vendor side. Separation in economic, IT-technical and legal terms. Integration potentially not with transferred employees and assets etc. as well as ensuring compliance with the contractual provisions of the sale (especially with regard to existing TSAs). Documentation of the transaction to avoid possible liability cases.

     

Thorsten Stark
Senior Partner

Contact

Lars stark
Direktor Corporate Finance / M&A

Contact