Spinning off or selling a business unit, product, or service line can provide cash, improve earnings stability, and increase your focus on key assets. Short- and long-term success hinge on understanding the desired future-state relationship between the separate entities and any ongoing involvement in the carved-out subsidiary’s future operations. Developing clear transition service agreements over shared resources helps decrease complexity.
Carving out and selling a business can be complex; however, given proper planning, cross-functional collaboration, and a well-thought-out approach, it can unlock the ability to negotiate higher price points and achieve a stronger degree of buyer confidence.
Develop the separation strategy and identify risks to deal value drivers and operational continuity.
MorganFranklin helps firms evaluate if they are ready for a deal as well as better inform them about how the transaction will impact their business in the short, medium, and long term.
Confirm deal value and/or address accounting and compliance valuation requirements.
We deliver a full range of valuation services including carve-out financial statements, Quality of Earnings and standalone pro-forma development.
Have experienced professionals manage the day 1 separation execution.
Our teams stand up the Separation Management Office (SMO), evaluates the current operational entanglements with stakeholders to define the target operating model and creates the separation roadmap and workplan.
Exit the Transition Service Agreements on time, minimizing value leakage and stranded costs.
We lead teams as they execute post separation processes, Implement new technology infrastructure, get through first quarter reporting, successfully close TSA Exit milestones and wind down TSA support.
From preparation to post transaction, MorganFranklin employs a carve-out approach that focuses on long term value and confidence post separation to maximize value for the selling entity, The Carve-Out entity, and Newco investors.
Assess the separation needs of the organization to define the acceptance criteria for successful separation. Develop the roadmap and workplan.
Execute the separation plan and develop the transition service agreement (TSA) to support the NewCo post day 1. Define TSA Exit plan.
Manage and Stabilize
Complete cutover activities, deploy TSA governance body and execute against the TSA Exit roadmap. Report monthly performance.
Our differentiator is in how we deliver. Our experienced teams have a powerful mix of business expertise that is unmatched in the marketplace. We will draw from our extensive library of tools that serve as accelerators to provide scalable solutions, creating value for our clients.
Our Comprehensive Services
MorganFranklin offers a comprehensive set of services to organizations that are driving value through divestitures or acquiring a business unit from a seller. Our teams use proven methodologies and tools to assist clients in realizing near-term and long-term deal value while working to enable business continuity.
Financial Statements Readiness
- Model separation performance of a division
- Develop quality of earning (QOE)
- Appraise intellectual property assets
- Determine fair value of tangible and intangible
- Carve-out financial statements
Separation Management Office
- SMO development and mobilization
- Separation playbook development
- Enterprise-wide SMO management & execution
- Separation roadmap development
- TSA exit planning and execution
- Post close KPI tracking & reporting
- Divestment transaction structuring
- Transaction thesis development
- Investor relations materials creation
- Separation costs development
- Org design development
Business Diligence Support
- Diligence Management Office (DMO)
- IT separation diligence and cost analysis
- Cyber risk assessment and mitigation planning
- Financial & Operational due diligence readiness
- Separation demand planning diligence
- IT separation architecture & blueprinting
- Future state cyber security analysis & planning
- IT Separation planning & costs development
- TSA Exit technology implementation across applications, network data, infrastructure, end user computing & architecture separation
- Functional separation blueprint requirements development
- Day 1 functional readiness
- Contract separation management
- Field & Sales office separation & standalone
- Reconfiguration of supply chain network
Transition Service Agreements
- Transitional services identification and functional SLA development
- TSA cost modeling
- Governance development, training & execution
- Manage the drafting and execution and training of the TSA alongside 3rd party legal advisors
Operating Model Development
- Transition operating model development
- Defining interim operating guidelines
- Identify opportunities to outsource, insource and co-source
- Integrated supply chain planning
- Stranded costs analysis