Carve-outs and complex deals
Separating a business from a parent that was never built to come apart is a technology problem before it is a legal one. We cost the separation during diligence, then carry it through the transitional services exit to the savings the deal was priced on.
Where separations go wrong
Enterprise agreements held at parent level, priced on a volume the separated unit will never reach. Found at diligence it is a number. Found after signing it is a renegotiation with no leverage.
One database, two businesses, and a regulator with a view. The split has to be designed, tested and evidenced, not scheduled.
A handful of individuals in shared services keeping the unit running. Their names rarely appear in the perimeter and always appear in the first outage.
Extensions are expensive by design. The exit date sets the programme, so it is priced and sequenced from the start.
Ten diligences a month, ensuring quality over quantity.
The average unbudgeted technology spend we uncover is around £250k, with a range from £20k to several million where a rebuild is needed. On a carve-out that figure is usually the separation itself.
How we run it
Map
Systems, licences, data, contracts and the people the parent quietly provides. Outside-in, from evidence rather than from an org chart.
Estimate
A bottom-up technology cost for standing the unit up alone, with the transitional services exit priced against a date rather than an intention.
Ready
The blueprint, the sequence and the owners. What must work on the first morning, and what can safely wait until the second month.
Go
Migration, licence transfer, data split and the orderly exit from every service the seller is still running.
Evolve
Consolidation and the run-rate the deal was underwritten on, tracked until it lands rather than declared at completion.
Carve-outs we have run
Retail
A retail carve-out covering 4,000 employees and 2,000 shops. Day One was fixed, so the only way through was heavy planning and automation of everything that would otherwise have needed people doing it by hand, store by store.
Read the case studyFinancial Services / Fintech
A 200-person fintech divested out of a larger group. Half the people moved into a new standalone environment built from scratch, the other half were integrated into a corporate estate. Two target states, one separation, one date.
Read the case studyA carve-out separates a business unit from a parent whose systems, licences, data and people were never designed to come apart. The technology work is to establish what the unit actually uses, what the parent will stop providing, and what it costs to stand the unit up on its own.
A transitional services agreement is the arrangement under which the seller keeps running systems for the separated business for a fixed period. It matters because the exit date is a hard cost deadline: every service still running past it is either an extension fee or an outage.
Separation is usually measured in months rather than weeks, and the schedule is set by the transitional services exit rather than by completion. Beyond M&A costs the separation during diligence so the timetable is priced before signing rather than discovered after.
Shared systems and shared people. Licences that cannot transfer, data that cannot be cleanly split, and a handful of individuals in the parent who quietly hold the unit together. Each of those carries a number, an owner and a date in our findings.
The same team that ran the diligence carries the separation through MERGE: Map, Estimate, Ready, Go, Evolve. Ten diligences a month is the capacity we hold on purpose, so the people who priced the separation are the people who deliver it.
Next step
Thirty minutes, no obligation, and a straight answer on where the separation risk actually sits.
