What's on your mind?
- Ensuring deal value is enhanced through an operational separation process
- Understanding exactly what is for sale and how it will be separated from the existing business with minimal disruption
- Identifying the key dependencies between the separated business and the seller’s organisation and how to address them to protect value
- Understanding the impact on people; who goes, who stays and where skills and resource gaps may exist
- Defining and valuing the ongoing relationship between the sellers business and the target
How we can help
We assist in preparing ongoing commercial agreements between the retained and the separated businesses and work closely with your legal advisors to align financial and operational aspects
We can help management to develop practical implementation plans to achieve separation required for Day 1 and to be fully standalone
- We work with buyers or sellers to quickly identify and mitigate separation risks
- We help management to resolve key separation issues and drive their decisions based on materiality and impact
- We help to understand the potential cost impact of separation on the target business (both one off and recurring) and align this to the business plan assumptions
- When working with the seller, we help them to articulate clearly how the business will be separated, typically in a Separation Blueprint
- When working with an acquirer, we can provide commentary on separation risks as part of due diligence report
Bringing you peace of mind
Supporting achievement of deal value through:
- Provision of an objective and robust evaluation of separation issues
- Utilisation of our experience, deal insights and structured approach
- Provision of seamless end to end support across the transaction cycle from pre-deal to post deal implementation
- Focus on the “hard” and “soft” elements of transactions taking into consideration the financial elements as well as people and cultural issues
- Working with the client to highlight the importance of placing emphasis on skills transfer and smooth transition to full ownership by the acquirer.
- We have a proven track record of helping clients deliver value from their deals
- Our team of transaction experts understand and have dealt with the challenges you face in the deal and will work collectively with you to achieve your goals
- We have collective experience of over 500 deals and have the sector expertise and global reach to support your M&A activity across the world
- A major European infrastructure manager was required to divest a significant airport asset.
- The sale was triggered by a competition commission directive to sell the airport and required a quickly initiated process.
- Other value drivers included minimising the stranded costs as the business re focused on the retained portfolio of airports.
- Whilst physically a standalone asset, there was significant inter-dependence across the group
- Management needed to prepare the business for sale and articulate to bidders the proposed separation plan and cost impact
- As an operational asset, minimising disruption and impact on business as usual was key.
What We Did
- We helped the client to establish a separation programme and governance structure to immediately give control and accelerate the activities as the transaction process was already underway.
- We quickly identified the separation “hotspots” and the material issues driving value as the business became standalone.
- We helped management to prepare a separation Blueprint. This involved:
1. Working with the client team to develop a service delivery model for each business function to explain how the business operated “as is”, how it would operate at deal close, and how it would operate on a fully standalone basis.
2. Helping the client team to align the proposed business operating model to a revised cost base, including estimates of one off and recurring costs of separation and impact on EBITDA.
3. Helping the client team to develop the plan to map which people transferred, and where skills and resource gaps would need to be addressed.
4. Helping the client team to identify which activities would require post deal, transitional support from the seller.
- In conjunction with the appointed legal advisors, we provided input to the services schedules for the Transition Service Agreements and facilitated the process to get internal alignment and sign off by representatives of the retained and separated businesses.
- We worked closely with other stakeholders to help the client to establish a detailed plan for pre deal separation.
- We helped the client team establish a sustainable programme to manage the ongoing activities to deal close.