Executing A Pharmaceutical Device Carve-Out & Standing Up the Finance Function
The Situation
A sponsor was pursuing the acquisition of a US and UK $400 million pharmaceutical medical device business under an asset deal that was highly entangled with a publicly traded $30 billion Global 100 business. Accordion was engaged to provide leadership over the transition management office (TMO) and finance & accounting (F&A) workstream. Our team was tasked with setting up the finance function entirely, including significant leadership and execution to put in place, new ERP and payroll systems for Day 1, organization design, and 13-week cash flow forecasting – all necessary due to extremely limited TSA support from the seller. The seller presented special challenges, allowing stringent to no direct access to transferring employees.
Services
Carve-Out Planning & Execution
Finance Function Assessment & Design
13-Week Cash Flow Forecasting
The Execution
Transition Management Office (TMO) Leadership:
- Led the executive team, functional leads, and advisors to create, execute, and track detailed separation plans for a timely, low-risk, and cost-efficient Day 1 (closing).
- Drove cross-functional interdependency identification to ensure all stakeholders impacted by the ERP cutover would maintain business continuity and experience no disruption.
- Gathered requirements from F&A for Day 2 IT enterprise architecture and application planning.
- Negotiated additional items not initially proposed for provision through a TSA by seller and developed workarounds for items that could not be added to the TSA.
- Worked closely with buyer’s regulatory counsel to identify key licenses required and developed detail workplan.
- Gathered required information from seller to complete license applications and ensured timely submission of applications to obtain licenses prior to close.
- Supported separation of all EHS permits and accommodated seller requirement to share licenses for a limited time post-close.
- Facilitated planning of HQ and R&D lab relocation efforts for completion post Day 1, including business requirement gathering, site selection, permit/license applications, and phased move approach.
- Developed detailed process flows and workplans to be able to take over certain parts of F&A starting Day 1.
Finance & Accounting (F&A) Stand-up:
- Facilitated stand up of T&E and payroll systems for Day 1.
- Developed separation plans from the seller’s ERP system, including creating the F&A organization design, hiring, delegation of authority matrix, and opening bank accounts.
- Created specialty finance reporting for synergies/dis-synergies, non-recurring costs, capital expenditures, and consolidated cash flow reporting models.
The Results
Accordion centrally led the newly formed company throughout the separation and stand-up process. Our team was responsibility for overall management and finance function stand-up with tight timelines and a limited TSA. With our assistance, the Company will be positioned to successfully stand up functions and key processes starting Day 1 with full business continuity.