Carve-outs: maximising value

Practical tips to maximise the value of a carve-out

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Carve-outs have become ever more popular in recent years, as market players seek different ways to raise or return cash, maximise shareholder / fundholder value, optimise a company’s operations or change the strategic direction of a group. While there has been a lull in recent months, we expect shareholder and LP pressure, along with the well-previewed expected deployment of private capital to come, will see corporate carve-outs back with a bang.

With that in mind, we have drawn together in this publication some practical tips and tricks (and traps to watch out for) from our recent experience of carve-outs across the globe.

  1. Seller top tips

    Getting it right: practical tips to minimise value leakage

  2. Buyer top tips

    Buyer beware: our 6 top things to focus on as a carve-out buyer

  3. Case study

    Making it work: a case study of a carve-out in practice

  4. Our experience

    Our experience guiding clients through carve-out transactions

Getting it right: practical tips to minimise value leakage

Don't break the "BAU"
It might seem obvious, but this is the largest area of value leakage. Planning and implementing a carve-out is hugely time intensive and inevitably will result in less focus on maintaining business performance during that process. Using temporary resource (including advisers) in the right areas at the right time can lighten the project management load and help bring experience in particular areas. Bear in mind though that when it comes to detailed operational planning, there can be no substitute for firsthand knowledge of the business in question.
Get on the front foot with a plan
Present a potential buyer or investor with an accessible, detailed and costed plan of separation steps and transitional services that you are willing to stand behind. This plan should be realistic from the outset – a separation plan for a heavily integrated business that offers up three months of transitional servicing or even expects a clean-break from completion is only going to spook a potential buyer. The more confidence you can give a buyer, the less likely they are to build in a price discount for separation risk or, worse still, walk away for fear of a painful and unconstructive separation process.
Structure flexibly - watch out for stranded costs
Planning is important, but be strategic about implementing too early. That can leave significant sunk “stranded costs” with the carved-out or remaining business which go directly to value, especially if an acquirer has a different view of the world to your proposed plan.
Are things right sized? Don't necessarily stick with status quo
Don’t just plan for a “lift and shift”. Contracts, functions and processes that are appropriate for the combined business may not necessarily be right for smaller carved-out or remaining businesses and could leave unnecessary ongoing overheads. The carve-out can also provide a chance to enhance and improve things that haven’t worked so well previously.
People are key and it starts from the top
Having the right leaders for the carved-out and remaining business in place early, incentivised in the right way and with the right messages behind them is essential to bringing everyone else. Without that, you may end up with half the carved-out (or remaining) business that you were expecting. Keeping the “best” people in the retained business can also be a tripwire, as buyers (and people within the carved-out business) will be alive to that.
Comms can make or break it
As well as employees, carve-outs can create uncertainty and instability with investors, customers, suppliers and partners, and risk them looking elsewhere. Confident, tailored and clear communications about what is happening, when it will happen, what the impact will be and why “it is all going to be even better than it was” are critical to a successful carve-out.

Buyer Beware: Our top 6 things to focus on as a carve-out buyer

  • Bridging the information gap – am I getting what I need? - A buyer is inherently at a disadvantage in a carve-out, as they have less ability to know whether a carve-out is being done well and what the impact on the carved-out business will be. Expert adviser support in diligence and contractual protection can help to some extent. But the best tool is to  be clear about the value impact if you don’t get the information you need or an issue is not resolved. Nothing focuses a seller’s mind more than highlighting the direct correlation to purchase price or ability to do the deal.
  • Create aligned incentive for both sides - Having the selling business retain a stake in the carved-out business may create complexity, but ongoing exposure can incentivise a seller to ensure the carve-out is done well. Earn-out or deferred purchase price can also have the same effect, in a less complex manner, if it is structured in the right way.
  • Am I getting the right people and will they stay? - As a buyer, you need to be particularly alive to whether you have too many (or not enough) people, whether they are the right  people and whether they will stay. Insist on meetings with senior managers of the carved-out business (without the seller, if possible) to help close the information gap, give comfort you have the right people (and identify where you need new hires) and help you craft effective incentivisation and retention arrangements to keep them. Investing time to work with the seller on employee comms can help make sure that people are enthused about the future and let you focus post-completion on moving forward, not fixing miscommunications from the past.
  • Integration issues? - If failure to implement a carve-out well is near the top of the list of value-destroyers in a M&A transaction, then failure to implement an integration must be at the same level or even higher up. So if you are looking to integrate the carved-out business, focus on how you will do that at the time of acquisition and as part of your  diligence, before it is too late. Similarly, be realistic about synergies and make sure to diligence potential blockers to those (e.g. exclusivity commitments in contracts).
  • It won’t always be perfect - A buyer will need to accept in any carve-out that there will inevitably be plenty of rough edges. The key thing is to make sure that the separation actions that go to the heart of the business’s value are done correctly (and that you have appropriate levels of involvement in those) and you are well protected for risk if they have not been.
  • Can contractual coverage solve the issue? - Creative contractual coverage can bridge value gaps on carve-outs and you need your lawyers to focus on possible solutions along these lines when identifying potential diligence issues. That might be warranties over having what you need to run the business following a separation, undertakings that separation will be implemented in accordance with an agreed plan, indemnities for specific separation risks or even bespoke milestone payments for separation actions. Amidst the urgency and noise of sale negotiations, the temptation may be to defer detailed separation discussions to post-signing – but a buyer should push to agree key separation matters upfront alongside the deal terms rather than relying on mere “agreements to agree” from a position of reduced leverage.

A case study of a complex carve-out in practice

Navigating the issues

Sharing the brand - Crafted a complex perpetual and exclusive brand licence for the carved-out business that still allowed the seller to use and protect the value of the brand across the rest of the world, whilst addressing co-existence considerations to reduce brand dilution and confusion.

Web of services arrangements - Bespoke mix of transitional services, long-term manufacturing and supply arrangements and cross-border partnerships. Creative pricing and synergy mechanics added value for both sides.

Works Council worries - Navigated a delicate mandatory works council process in Europe, alongside positive employee engagement more broadly across the globe.

Route through regulatory - Created a tailored deal structure and package of contractual protection to plot a viable route to obtaining approvals from antitrust, foreign investment and product regulatory authorities, along with the “split” of various licences and approvals so that both ongoing businesses had what they needed.

Litigation liabilities - Apportioned liabilities for ongoing litigation through a tailored indemnity package, alongside  provisions to allow both parties the input they need into the conduct and conclusion of that litigation.

Restructuring the remainder - Diligenced, designed and implemented a new corporate and financing structure to get everything on the right “side of the fence” and ensure the carved-out and existing businesses had right-sized and appropriate financing packages going forward.

And a JV on top - A new TopCo was put in place in which the seller retained a minority interest. Ongoing governance, funding and exit mechanisms aligned incentives for both parties.

Our experience

Global carve-out transactions require a depth of multi-specialist experience across many areas, including as corporate, intellectual property, technology, outsourcing and commercial contracting, regulatory and financing paths cross. That is where we excel.

Sellside experience

Ageas Insurance Limited

Ageas Insurance Limited on the sale of its
UK commercial lines front book business to
AXA Insurance UK plc


Aviva on the complex disposals of its businesses in France, Poland, Hong Kong, Indonesia, Singapore and Vietnam


Bunzl on the carve-out disposal of its healthcare business to Mediq


Bupa on the divestment of part of its UK care home business to HC One and to Advinia Healthcare, involving highly complex carve-outs of 144 care homes from the existing operating Bupa companies


Centrica on the £2.85bn sale of its North American energy supply, services and trading business to NRG


Essentra on the disposals of its packaging and filters divisions by way of auction sales


Ferrovial on the divestment of the Amey group, including on the prior carve-out of certain business divisions


GSK on various transactions including the demerger of its consumer health business to form Haleon

Hibu Group

Hibu Group on the sale of its US business to an affiliate of H.I.G. Capital


Interserve on the complex carve-out disposal of its Support Services division to Mitie

John Wood

John Wood on the carve-out sale of its Built Environment consulting business to WSP Global, Inc.

Johnson Matthey

Johnson Matthey on the sale of its diagnostic services business to Sullivan Street Partners

Just Eat

Just Eat on the sale of its stake in iFood to Prosus


Marston’s on the merger of its brewing business with Carlsberg to create the Carlsberg Marston’s Brewing Company

Prudential and M&G

Prudential and M&G on the demerger by Prudential of its UK business, M&G


Reckitt on the sale of its Infant Formula and Child Nutrition business in China to Primavera Capital Group and the disposal of its Scholl footcare products business to Yellow Wood Partners

The Restaurant Group

The Restaurant Group on the proposed sale
of its leisure business

TOKIN Corporation

TOKIN Corporation on the sale of its electro-mechanical devices business to NTJ Holdings 1 Ltd

Viridor Waste Management Limited

Viridor Waste Management Limited on the disposal of its collections business and certain recycling assets to Biffa plc 


Vodafone on various transactions, including the proposed merger of its UK business with Three and the carve-out and sale of Vodafone Hungary

Buyside experience

Credit Karma

Credit Karma on the acquisition of Noddle from Call Credit


Drax on the acquisition of Scottish Power’s portfolio of pumped storage, hydro and gas-fired generation assets


Equinix on the purchase of UK data centre operating business from IO


Investindustrial on its acquisition of CSM’s ingredients business in Europe and China and subsequent bolt-on of Hi-Foods in Italy

Markerstudy, a portfolio company of Pollen Street Capital

Markerstudy, a portfolio company of Pollen Street Capital, on its acquisition of BGL Insurance from BGL Group

Midlothian Capital Partners Limited and Hattington Capital LLP

Midlothian Capital Partners Limited and Hattington Capital LLP on the acquisition of Dobbies Garden Centres Limited from Tesco Holdings Limited


M&G on the acquisition from Royal London Group of Ascentric, a digital wrap and wealth management platform for UK independent financial advisers

Ovo Energy

Ovo Energy on its purchase of SSE plc’s GB household energy and services business


Schroders on its acquisition of River and Mercantile Group’s solutions business

Swire Beverages

Swire Beverages on its acquisition of the Coca-Cola bottling operations in Vietnam and Cambodia

Virgin Group

Virgin Group on Virgin Active’s acquisition of the nutrition assets of South Africa’s Real Foods Group


Vodafone on the acquisition of Liberty Global’s German and Central and Eastern European business

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