Sell Side Carve-outs
During Sell Side Carve-outs, FTI will…
- identify the IT components that should be divested with the carved-out business
- examine the degree of IT systems and data entanglement
- define the support, separation and TSA approach, elements, activities, timing and costs
- manage IT Carve-out programs, including TSA, internal and 3rd party/vendor resources

Our Expertise
We understand the concerns of Executives and have the skillsets and experience to manage the complexity of the Carve-out:

CONCERN
What is the complexity, effort and cost of separating the IT infrastructure, applications and data?

HOW WE CAN HELP
IT Disentanglement and
Separation Analysis

CONCERN
How will we separate the IT infrastructure, applications and data with an expedited timeline, without disrupting the business?

HOW WE CAN HELP
Separation Strategy, Planning
and Milestones

CONCERN
How does the transaction impact the future-state IT operating model?

HOW WE CAN HELP
End-State Operating Model Design
and Planning

CONCERN
What should be in the TSA and what roles, responsibilities, timelines and costs should be applied?

HOW WE CAN HELP
TSA Development and Negotiation

CONCERN
What do we need to do to
ensure we are ready for Day 1?

HOW WE CAN HELP
Separation Readiness

CONCERN
How do we ensure all parties
comply with the terms of the TSA
until separation is complete?

HOW WE CAN HELP
TSA Governance and Support
What We Do
Business Applications Separation
- Assessment of functional requirements with regards to which applications (e.g. ERP, CRM, MRP, HRIS, EPM) are included/excluded
- Assessment of any proprietary applications, interfaces, integrations and support to be included/excluded
- Determination of license and contract transferability, terms and novation
Future-State Design and Plan
- Understand personnel, infrastructure, applications and services – and related run-rate costs – required to operate and support future-state business
- Develop roadmap, activities, resources and related one-time costs to achieve the anticipated future-state
TSA Development and Management
- Identify and define TSA operations and transition related requirements
- Identify and define TSA resources, roles and responsibilities
- Define and manage against TSA durations, service levels, costs, governance and exit terms

Data Separation and Migration
- Identification of transitioning master and transaction data by function and system, degree of entanglement, separation approach, impact and changes to reports
- Identification of data separation methods, timing (pre-close, day-1, post-close), ownership, validation, roles and responsibilities
- Rigorous, management of data separation and migration activities
Infrastructure Separation and Transition
- Transfer or stand-up: on-premise, hosted and/or cloud (IaaS) data centers, servers, telecom, domains, websites, e-mail and collaboration, active directory, licenses, services and support contracts
- Transfer desktops, laptops, mobile devices, peripherals and other end-user devices
- Transfer or stand-up disaster recovery and security solution/services
Digital Operations Transition
- Transfer, retrofit and/or stand-up internal, customer and/or supplier digital and process automation solutions and/or services
Sell Side Carve-outs in Action:

SITUATION
The FTI Team was asked to function as the SMO/PMO for the Carve-Out of a major company’s printing division in order to complete its sale to a PE firm. Once completed, the division began to operate independently as a new company.

OUR ROLE
The FTI team was retained to program manage the carve-out including the coordination and tracking of progress between multiple Buy & Sell side parties, and to provide regular updates to all principles and executive level stakeholders involved in the transaction while overseeing 33 workstream teams across 12 countries.

OUR IMPACT
FTI developed and negotiated TSAs to support the first year of operation, strategically worked with buy and sell side to ensure all business functions were “Day One” ready and managed successful User Acceptance Testing for new ERP instance and supporting applications and infrastructure.
Contact Our Experts

John Stiffler
Senior Managing Director
Corporate Finance
- T: +1 415.283.4262
- F: +1 425.293.4496
- E: john.stiffler@fticonsulting.com

Gary Jacobs
Managing Director
Corporate Finance
- T: +1 914.260.2851
- F: +1 212.841.9350
- E: gary.jacobs@fticonsulting.com