A carve-out is the sale or separation of a business unit that has never operated as a standalone company. The buyer takes on a P&L that ran on the parent's ERP, the parent's payroll, the parent's contracts, and the parent's overhead. Carve-outs fail on the things nobody scoped: a shared ERP instance with no clean data partition, an enterprise license that does not permit assignment, a customer contract with a change-of-control clause, and a standalone cost base that runs above the allocated cost in the seller's model. BD Emerson works both sides: sell-side preparation for corporate parents, and buy-side readiness for private equity buyers taking on a business that has never run alone.
Nine workstreams that carry a corporate carve-out from perimeter definition through Day One, then close out the parent's stranded cost. Senior practitioners run each one, and the findings land in a single model rather than in four vendors' separate reports.
We write down what transfers and what stays: entities, customers, contracts, people, systems, IP, and sites. Every later workstream reads from this document, and changes to it get tracked as changes.
Standalone or combined statements for the business, with every allocation basis documented. This is what the lender underwrites and what the buyer's quality of earnings work starts from.
A bottom-up cost build, function by function, set against the allocated cost in the seller's model. We name the drivers of the gap rather than applying a percentage to the whole.
Application inventory, data partition plan, license review, and a cutover sequence, plus identity, access, and security separation so the new company can run the security program its parent used to run. A shared ERP instance, one Active Directory tenant, and non-assignable licenses set the timeline, so this work starts early.
Each contract gets a route and an owner: assignment, novation, consent, or replacement. The org design, employment transfers, and payroll cutover run on the same calendar.
Whatever is not ready on Day One goes into the transition services agreement, priced, dated, and written with exit criteria. A TSA without exit criteria becomes a permanent service.
We run the cutover and the first financial close. On the parent side, the stranded cost removal plan executes against the TSA exit dates so overhead leaves as the services end.
Sell-side preparation for corporate parents, and buy-side readiness for private equity acquirers taking on a business that has never run alone. The same team has seen where each side's assumptions break.
Financial, tax, technology, and cyber work run under one firm. The carve-out financials, the standalone cost build, and the IT separation estimate tie to each other instead of arriving as four vendors' separate reports.
Senior practitioners stay from perimeter definition through Day One and the TSA exits. Separation findings become the workplan the operating team runs, with named owners and dates.
We are building the security program a semiconductor company's former parent used to run, and we lead security for a consumer technology company that bought a business carved out of an industrial parent. We also stood up a standalone ISMS for a private equity-backed data company after its carve-out. BD Emerson is now part of Andersen Consulting, and the Andersen Consulting M&A team delivers this work. Client details in the case studies below are generalized, and in places combined across engagements, to protect confidentiality.
Carve-out case studies and the wider firm:
Case study: a semiconductor carve-out builds the security program its former parent used to run
Case study: a private equity-backed data company stands up its own ISMS after a carve-out
Case study: a consumer technology company secures a business it bought out of an industrial parent
Andersen Transaction Advisory: financial and tax due diligence, buy-side and sell-side advisory
