Carving Out a Global Business & Supporting Day 1 Readiness
A Sponsor was carving out a business, from a publicly traded corporation, that was fully supported by shared services. No employees were transferring as part of the transaction. The Sponsor therefore required carve-out planning and execution support and chose Accordion as their partner to head the Separation Management Office (SMO). Accordion worked shoulder-to-shoulder with the Sponsor and their independent Management Team to plan the carve-out. Day One readiness was facilitated through an unusual arrangement involving a combination Transition Business License and Services Agreement (“TBLSA”) licensing the business back to the seller for a period of time while the Sponsor stood up the legal operating entity, and a Manufacturing Service agreement (“MSA”).
Carve-Out Planning & Execution
Project Management Oversight
- Working closely with the Management team, Accordion helped set up the business for Day One:
- Immediately assessed the closing and operational standalone requirements. Collaborated with the sponsor and other advisors to develop a streamlined pre-close execution process to address all requirements for Day 1
- Supported the negotiation of the TBLSA and MSA
- Identified key risks and mitigation strategies
- Developed timelines and addressed interdependencies
- Conducted weekly project meetings to provide overview of negotiation process, key milestones achieved, and risk areas requiring decision making or attention.
- Worked closely with Legal and business operating teams to identify major risks and requirements for Day 1 business continuity.
Accordion’s SMO leadership played a critical role in guiding the functional teams towards success. Our team, in conjunction with Legal, developed an appropriate and practical agreement that enabled the company to begin the Stand-up process immediately post close without disruption to the core business. Additionally, all of this was accomplished in an exceptionally tight timeframe in order to achieve the required calendar year end transaction closing.