Divestiture Consulting

Divestiture advisory services that decide what to sell, prepare the asset before the buyer arrives, and run the process to signing.
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Definition

What is divestiture consulting?

Divestiture consulting is the work of deciding what to sell, preparing the business for sale, and running the corporate divestiture process to signing. It covers portfolio review, divestiture strategy, the separation perimeter at the strategic level, the buyer universe, sell-side preparation, and the value story a buyer will pay for. A corporate divestiture usually runs nine to eighteen months from portfolio decision to close, and the choices made in the first ninety days set the price. BD Emerson's divestiture consultants run that front end. The separation mechanics that follow, including carve-out financial statements, standalone cost modeling, IT separation, and TSA scoping, sit with our carve-out advisory team.

  • Portfolio review: name the sale candidates twelve to eighteen months out instead of reacting to a bad quarter.
  • Divestiture strategy: the perimeter, the structure, and the sequence that get this asset its best price.
  • Sell-side preparation: answer the buyer's financial, tax, technology, and cyber diligence before the buyer asks.
  • Value story: the standalone business the buyer is buying, priced on its own economics rather than the parent's allocated numbers.
Services

What do divestiture advisory services include?

Nine workstreams, from the portfolio decision through signing. Separation execution runs alongside them on the carve-out advisory side, against the same perimeter decision made here.

Divestiture consulting and portfolio review
Divestiture strategy
Buyer universe and process design
Sell-side preparation
Value story and equity narrative
Stranded cost and what the parent keeps
Managing the process to signing
Separation and carve-out handoff
Divestiture readiness assessment

Divestiture consulting and portfolio review

Divestiture consulting starts before the sale decision. We review the portfolio against strategic fit, capital intensity, growth, and what each unit would be worth to a natural owner, then name the sale candidates twelve to eighteen months out. Parents that decide late prepare the asset in the same quarter it goes to market, and buyers price that.

  • Portfolio screen by strategic fit, capital use, and margin trend
  • Natural owner analysis for each candidate
  • Indicative value range per unit before a banker is engaged
  • Sell, spin, or hold recommendation with a timetable
  • Board and investor readout materials
  • Sequencing when more than one unit is in play
More

Divestiture strategy

Divestiture strategy sets the perimeter, the structure, and the sequence. We decide what goes with the business and what the parent keeps, whether the deal is an asset sale, a stock sale, or a spin, and what has to be true before the asset is shown to anyone.

  • Separation perimeter at the strategic level: entities, contracts, people, and IP
  • Asset sale, stock sale, or spin structure with tax input
  • Timing against the parent's earnings and covenant calendar
  • A written definition of what the parent keeps
  • Reinvestment case for the proceeds
  • Decision memo for the board
  • Handoff points to the carve-out advisory team
More

Buyer universe and process design

A divestiture is priced by who is in the room. We build the buyer list across strategic acquirers, sponsors, and management, choose between a broad auction, a targeted process, and a bilateral negotiation, and set the timetable that holds competitive tension into the second round.

  • Strategic and sponsor buyer mapping with a fit rationale for each
  • Coordination with sell-side M&A advisory
  • Process choice: broad auction, targeted outreach, or bilateral
  • Timetable from teaser to signing
  • Teaser, information memorandum, and management presentation input
  • Banker selection support and scope review
  • Confidentiality and employee communication sequencing
More

Sell-side preparation

Sell-side preparation answers the buyer's diligence before the buyer arrives. We run the questions a buyer's financial, tax, technology, and cyber teams will ask, fix what is fixable, and price what is not. One firm produces the findings, so they reconcile to one model instead of four vendors' reports.

  • Sell-side quality of earnings and the normalization schedule
  • Tax exposure review and structuring input
  • Technology and cybersecurity posture review
  • Contract review for change of control and assignment
  • Data room built on one set of definitions
  • Management preparation for buyer sessions
More

Value story and equity narrative

Buyers price the standalone business, and the parent's allocated numbers rarely describe it. We build the equity story: what the unit earns on its own, what growth holds without the parent's balance sheet, and where the standalone cost base actually lands. That cost base usually runs 15 to 30 percent above the allocated figure in the parent's management accounts, and the seller who names it first keeps control of the conversation.

  • Standalone earnings view a buyer can trace to source
  • Cost bridge from the parent's allocated figure to the standalone base
  • Growth case and a rebuttal file for the objections buyers raise
More

Stranded cost and what the parent keeps

Stranded cost is a decision made at signing, not a discovery made in the quarter after close. Shared services, leases, licenses, and overhead that supported the divested unit stay with the parent unless the deal moves them. We size the stranded cost before terms are agreed, then plan how the parent removes it or recovers it through transition service pricing.

  • Stranded cost quantified by function
  • Overhead reduction plan tied to the closing date
  • Transition service pricing as a recovery mechanism
  • Retained entity operating model
  • Segment reporting impact for the parent
  • Post-close cost takeout tracking
More

Managing the process to signing

Someone has to run the divestiture while the business keeps operating. We manage the diligence queue, keep answers consistent across finance, tax, technology, and legal, hold the timetable, and give the deal team one view of open issues. Buyers discount for inconsistent answers and for financials that arrive late.

  • Diligence request tracking with owners and due dates
  • Consistent answers across finance, tax, technology, and legal
  • Weekly deal status with issue aging
  • Negotiation support on price adjustments and closing mechanics
  • Disclosure schedule support
  • Signing to close checklist for the parent
More

Separation and carve-out handoff

Once the perimeter is fixed, execution starts. Carve-out financial statements, standalone cost modeling, IT separation, contract assignment, TSA scoping, and Day One planning run on the carve-out advisory side, against the same perimeter decision made here, so nothing is rebuilt from scratch.

  • Perimeter handoff to the carve-out advisory team
  • Carve-out financial statements scoped to buyer expectations
  • Standalone cost model tied to the value story
  • TSA scope and pricing with the transition services team
  • Day One readiness plan
  • One set of numbers across strategy and execution
More

Divestiture readiness assessment

A short engagement for parents that have not committed. We test whether the asset is sellable now: quality of the numbers, dependency on the parent, contract portability, management depth, and the gap between the price expected and the price a prepared buyer would pay.

  • Sellability review across finance, operations, and technology
  • Parent dependency map at summary level
  • Gap list ranked by value impact and time to fix
  • Twelve month preparation plan
  • Indicative value range with the drivers named
  • Sell now, prepare first, or hold recommendation
More
Our approach

How does BD Emerson run a corporate divestiture?

Most divestitures underperform for the same reason. The parent decides to sell late, prepares the asset in the quarter it goes to market, and lets the buyer set the narrative. The sequence below runs in the opposite order, and the separation execution that follows sits with our carve-out advisory team.
01

Review the portfolio

We screen every unit against strategic fit, capital intensity, growth, and what a natural owner would pay, then name the sale candidates twelve to eighteen months before a process starts.

02

Set the divestiture strategy

Perimeter, structure, and timing are decided together: what goes with the business, what the parent keeps, whether the deal is an asset sale, a stock sale, or a spin, and when the market sees it.

03

Prepare the asset

Sell-side preparation answers financial, tax, technology, and cyber diligence before a buyer asks. Issues get fixed or priced on your calendar rather than in the buyer's confirmatory phase.

04

Build the value story

We construct the standalone view: earnings the unit produces on its own, a cost base that reflects life outside the parent, and a growth case a buyer can underwrite without the parent's balance sheet.

05

Design the process

Buyer universe, process type, and timetable are set to hold competitive tension. The number of credible bidders still in the second round moves price more than any single diligence answer.

06

Run the process to signing

We manage the diligence queue, keep answers consistent across workstreams, and support negotiation on price adjustments, disclosure schedules, and closing mechanics.

07

Settle what the parent keeps

Stranded cost, retained overhead, and segment reporting are agreed before signature. Execution then moves to the carve-out advisory team against the perimeter already decided.

contact us

Planning a divestiture?

Start with a portfolio review. We will tell you which units a natural owner would want, what each is likely worth, and what has to happen in the twelve months before a process opens.

Our Advantage

Why BD Emerson for divestitures

Senior practitioners run the file, and the same firm handles financial, tax, technology, and cyber work, so one set of numbers carries from the portfolio decision through to signing.

Both sides of the boundary

We plan what the buyer gets and what the parent keeps at the same time. Stranded cost, retained overhead, and segment reporting are decided before signature rather than found in the quarter after close.

Numbers buyers can trace

Financial, tax, technology, and cyber diligence run through one firm, so the findings reconcile to one model and one value story instead of four vendors' reports arriving in different formats.

Prepared before the process opens

Portfolio review names the candidates a year out, so preparation happens on your calendar. Assets prepared in the same quarter they go to market get priced that way.

Industry expertise

Our divestiture consultants pair transaction specialists with practitioners across software and technology, healthcare, financial services, professional services, and manufacturing, so the value story matches how each sector is actually bought.

Reviews

What our customers say

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

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FAQ

Frequently asked questions

What is divestiture consulting?

What is the difference between divestiture consulting and carve-out advisory?

How long does a corporate divestiture take?

What is divestiture strategy?

Why does the standalone cost base exceed the parent's allocated costs?

When should sell-side preparation start?

What do buyers discount for in a divestiture?

What happens to the parent's stranded costs?

Do divestiture consultants replace the investment bank?

What does divestiture consulting cost?

Can BD Emerson advise the parent and the divested business at once?

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