Carve-outs are more than just operational spin-offs - they are strategic levers for long-term growth and sustainable success. Properly designed, they create flexibility and open up additional, new growth opportunities.

How to turn your carve-out into a masterpiece: holistic and interdisciplinary

In order to sustainably unleash the potential of your separated business units (“RemainCo” and “NewCo”) in terms of realignment and objectives, we design your carve-out as a multidimensional, strategic transformation process.

How can your company realize opportunities, mitigate risks and generate synergies? Our interdisciplinary experts orchestrate your carve-out “from strategy to execution” and generate real, measurable added value. Your project success is achieved by our tried-and-tested and professional Carve-Out Management Office (COMO), with a focus on organizational, methodological, technical and operational “hands-on” support.

Carve-Out Excellence: Managing complexity

Carve-outs are always part of an overarching strategy and form the basis for a separation (“standalone” / “spin-off”), divestment (“exit strategy”), IPO, merger or joint venture. While the seller uses the spin-off to focus, the acquirer lays the foundation for the integration, further development or scaling of the unit.

We offer you comprehensive carve-out advice – from strategic assessment, redesign of the business and target operating model (“commercial” and “enabling functions”), tailor-made go-to-market strategy, separation of IT systems, legal and financial structuring to process optimization and digitalization.

Ground-breaking: Our experts support you in the strategic evaluation with a comprehensive feasibility study and clear recommendations for action. Subsequently, we successfully implement these together with you.

Operational stability & sustainable value enhancement: 3-phase process

With our experts, you can be sure of a robust, structured and value-enhancing carve-out implementation – strategically sound, operationally sophisticated and geared towards long-term success.

Carve-out three-phase process: transparency phase, conception phase, operationalisation

Our services

We support sellers and buyers in every phase of the carve-out – from the initial strategy to successful implementation.

Carve-out strategy consulting

  • We analyze your corporate structure, evaluate carve-out strategies and develop a tailor-made concept for successful implementation. Our approach is based on a sound analysis in order to identify opportunities as well as risks and bottlenecks at an early stage.

Financial & tax structuring

  • A carve-out requires precise financial and tax planning in order to optimize investments, one-time costs and future cash flows. We develop tax-efficient structures and assist with the accounting and valuation of carve-out IPOs and equity carve-outs.
  • Optionally, we offer you an analysis of possible (third-party) financing structures as well as the simulation of ratings with credit rating and probability of default using our Bafin-certified rating tool.

IT decoupling & digitalization

  • The IT system landscape is often the biggest bottleneck in a carve-out. We help you to securely separate ERP, CRM and other systems and implement new, scalable IT solutions. Thus, we ensure a seamless digital transformation and process optimization. 

Process optimization & organization

  • A spin-off of parts of a company is the perfect opportunity to rethink outdated structures. We optimize business processes, create agile organizational models for all commercial and enabling functions and establish efficient governance structures for sustainable stability.

Legal advice

  • Comprehensive legal advice on the spin-off of your business into a new legal entity etc. etc.

Change management & communication

  • A successful carve-out is not only a structural transformation, but also a cultural one. We support you with a customized change management approach to successfully guide employees, investors and customers through the change process.

Additional services:

  • Preparation and negotiation of Transition Service Agreements (TSA)
  • Support with M&A transactions and company successions
  • Integration and post-closing optimization for long-term competitiveness
Jannik Bayat

Jannik Bayat

Partner, International Business Leader Consulting

Markus Paffenholz

Markus Paffenholz

Partner, Head of Debt Advisory

Stephan Zuber

Stephan Zuber

Partner

Attorney-at-Law (Rechtsanwalt), Specialist Lawyer for Commercial and Corporate Law

What can we do for you?

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Helpful information on the topic of carve-outs

What is a carve-out in M&A?

A carve-out is a spin-off of parts of a company into an independent unit. This can be continued as a new, independent company, as part of an acquisition or as an IPO (carve-out IPO). In M&A transactions, a carve-out is often used to spin off and sell non-core business areas.

Challenges of carve-outs

A carve-out is complex and poses numerous challenges:

  • Investments & costs: Carve-out costs must be planned precisely so that they do not jeopardize the ROI. 
  • IT decoupling: ERP, CRM and other systems must be separated and migrated smoothly. 
  • Regulatory & tax requirements: Tailor-made structuring mitigates legal and tax risks. 
  • Organizational and cultural transformation: Employees must be prepared for new structures, processes and corporate cultures. 
  • Coordination and governance: Clear responsibilities are necessary to avoid inefficiencies and delays.
  • Integration and synergies: For acquirers, a carve-out also means the task of smoothly integrating the new entity and actually realising planned synergy potential.

How long does a carve-out take?

The duration of a carve-out depends on the size of the company, its complexity and the specific requirements. We divide a carve-out project into the following phases:

  • Kick-off & transparency phase: Strategic analysis, target definition, initial planning 
  • Concept phase: Detailed planning, IT and financial structuring, creation of governance models 
  • Operationalization: Implementation of the carve-out plan, legal & organizational decoupling, migration of IT systems 
  • Excellence phase: Ongoing optimization and stabilization after the spin-off

Overall, a carve-out can take between 6 and 18 months, depending on the company structure and the complexity of the demerger. Early, professional planning is crucial in order to avoid delays and unexpected cost increases.

Carve-out consulting – when is it worthwhile?

Carve-out consulting is always worthwhile when companies want to ensure a structured, low-risk and efficient spin-off. This applies both to sellers who want to optimally separate their units and to buyers who want to create new growth platforms through targeted acquisitions. Consulting is particularly relevant in the following cases:

  • When a part of a company is carved out for strategic or regulatory reasons 
  • If an increase in value is sought through a carve-out IPO or equity carve-out 
  • If the IT system landscape and processes need to be separated technically and organizationally 
  • If there are uncertainties regarding tax, legal or financial aspects 
  • If a carve-out is part of a larger M&A transaction

Professional advice highlights opportunities and minimizes risks and ensures that the carve-out is not only successful but also increases value in the long term.

Who can help with a carve-out?

A successful carve-out requires interdisciplinary expertise. Important players are:

  • M&A and strategy consultants for the development of a clear carve-out strategy 
  • IT specialists for the decoupling and migration of the system landscape 
  • Tax and finance experts to optimize the balance sheet and tax structure as well as the financing structure
  • Legal experts for legal structuring and compliance 
  • Change management consultants to manage the cultural and organizational transformation

Whether seller or buyer – a successful carve-out requires interdisciplinary expertise that takes all relevant perspectives into account.

Checklist for a successful carve-out

  • Strategic planning: Clear definition of goals, potential and risks 
  • IT and process analysis: review of the system landscape and operational processes 
  • Financial and tax structuring: optimization of accounting, investments, (external) financing and tax models 
  • Legal protection: clarification of regulatory requirements and contracts 
  • Change management & communication: early involvement of stakeholders and employees 
  • Successful implementation: ensuring operational stability after the carve-out