IT Carve-Out and Separation Services

BD Emerson (now Andersen Consulting) separates the systems, data, and identities a divested business runs on: entanglement inventory, application and ERP separation, tenant splits, the IT TSA, and Day 1 cutover.
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Definition

What is an IT carve-out?

An IT carve-out separates the applications, data, infrastructure, and user identities a divested business depends on from the systems of the parent that is selling it. The work starts with an inventory of every shared system, decides what happens to each one, and ends when the last IT service under the transition services agreement (TSA) is retired. Shared ERP instances, shared identity tenants, and licenses that cannot be assigned take the longest to unwind, so they usually set the carve-out timeline. The Andersen Consulting M&A team runs this work for corporate sellers preparing a business for sale and for buyers taking one over.

  • Entanglement inventory: The inventory lists every application, database, interface, license, and identity the business shares with its parent, with an owner and a separation route for each.
  • Application disposition: Each system is cloned, migrated, rebuilt, or kept on the TSA for a priced period, based on cost, data volume, and the Day 1 date.
  • Data separation: Records are split by legal entity, and shared ERP data moves through selective data transition or a cleansed copy of the instance.
  • Identity and tenant separation: Users, devices, and mailboxes move to the new company's directory and Microsoft 365 tenant without losing access on Day 1.
Services

What do IT carve-out services cover?

Nine workstreams take a business from a shared IT estate to systems it owns. They run on the deal calendar, and each one is tied to the TSA exit date it has to meet.

Entanglement inventory
Application disposition
Data separation
ERP separation
Identity and tenant split
Infrastructure and hosting
Licenses and contracts
IT TSA scoping and exit
Day 1 IT cutover

Entanglement inventory

We catalog every application, database, integration, network segment, license, and identity the business shares with its parent, then map each one to the business process it supports. The inventory becomes the baseline for the separation plan, the TSA schedules, and the cost estimate, so no shared system surfaces for the first time after signing.

IT carve-out guide

Application disposition

Every system gets one of four routes: clone it for the new company, migrate the business's data onto another platform, rebuild it, or keep it on the TSA for a priced period. The route depends on data volume, license rights, customization, and the number of days left before close.

Carve-out advisory

Data separation

We define which records belong to the divested business by legal entity, customer, product line, and date range, and plan how they leave the parent's systems. Selective data transition moves only the in-scope history. Personal data that changes hands gets a privacy review before it moves.

Data privacy

ERP separation

A shared ERP instance is the item most likely to set the Day 1 date. We compare cloning the instance and removing the parent's data, carving the business's data into a new instance, and moving it onto the buyer's ERP, then plan the cutover around a period close. ERP build work runs with your systems integrator unless it is in our scope.

System integration

Identity and tenant separation

Users, groups, devices, mailboxes, Teams, SharePoint, and OneDrive move from the parent's Active Directory, Entra ID, and Microsoft 365 tenant into the new company's tenant. We plan coexistence for the TSA period so mail and calendars keep working across both organizations, and we sequence the cutover so no one loses access on Day 1.

Microsoft 365 security

Infrastructure and hosting

This workstream covers the servers, cloud accounts, networks, and data center space the business uses but the parent owns. We plan the new cloud or hosting environment, network separation and firewall rules, and the order in which workloads move, so the business runs outside the parent's network before the TSA ends.

Carve-out case study

Licenses and vendor contracts

Enterprise software agreements can restrict assignment or price the license on the parent's volume. We read the IT contracts that matter, confirm which rights transfer, and plan new agreements, consents, or transition use rights for each, with an owner and a date.

  • Software license assignment rights reviewed
  • Vendor consents requested in sequence
  • New agreements priced for standalone volume
  • Transition use rights written into the TSA
  • Hardware and lease schedules split
  • Support contracts mapped to the new entity
Stranded costs guide

IT TSA scoping and exit

Whatever IT the business cannot run on Day 1 goes into the TSA as a priced service with a duration, service levels, security terms, and exit criteria. We write the IT schedules, then run the migrations that retire each service on time.

  • Service catalog by system and function
  • Cost basis and pricing for each service
  • Duration, extensions, and exit criteria
  • Security and data access terms
  • Service levels and escalation paths
  • Migration milestones that retire each service
TSA advisory

Day 1 IT cutover

We write a dated runbook for the cutover weekend and the weeks after close, so accounts, email, network access, finance and payroll systems, and the help desk all work for the new company on the first morning. We run the rehearsals, the cutover, and the command center through the first month-end close.

  • Cutover runbook with go and no-go gates
  • Full rehearsal of the cutover weekend
  • User access and email tested end to end
  • Finance, payroll, and order systems verified
  • Help desk and escalation paths live
  • Rollback plan for each critical system
Day 1 checklist
Our approach

Our approach

IT separation follows the deal calendar. The inventory and the cost estimate come before signing, the TSA schedules come before close, and the migrations run until the last IT service is retired.
01

Inventory the shared estate

We list every shared application, database, interface, license, network, and identity, with the business process each one supports and the team that owns it.

02

Choose a route for every system

Each system is cloned, migrated, rebuilt, or kept on the TSA. Each route gets a cost, a duration, and a risk rating, and together the routes set the earliest realistic Day 1.

03

Estimate the separation cost

We build the one-time separation cost and the new company's run-rate IT cost system by system. Sellers use it to support the price, and buyers use it in the deal model and the financing case.

04

Write the IT TSA

Services the business cannot run on Day 1 go into the TSA with a price, a duration, security terms, and exit criteria tied to the migration plan.

05

Separate identity and data

Users, devices, mail, and files move to the new tenant, and in-scope records leave the parent's systems through a tested data transition.

06

Cut over on Day 1

A rehearsed runbook takes accounts, email, network access, finance, and payroll live for the new company, with a command center for the first weeks.

07

Exit the TSA

Each remaining service ends when its migration lands, so the buyer stops paying for transition services and the seller stops running them.

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Separating IT from a parent company?

Speak with the Andersen Consulting M&A team about the systems, data, and identities that have to move, and what the separation will cost.

Our Advantage

Why BD Emerson for IT carve-outs

IT separation decides whether a carve-out closes on time. We run it as part of the deal, with the same team that scoped the TSA and estimated the cost.

Security designed into the separation

Identity, access, and data handling are planned into every migration, so the new company starts with its own controls. Our carve-out cybersecurity team works from the same plan.

One plan from cost estimate to TSA exit

The inventory, the cost estimate, the TSA schedules, and the migration plan come from one team and tie to each other, so the numbers in the deal model match the work that follows.

Seller side or buyer side

Sellers get a separation plan that holds up in buyer diligence. Buyers get a Day 1 plan and a TSA exit plan their own IT team can run.

Microsoft 365 and ERP in detail

Tenant-to-tenant migrations and shared ERP instances are the two separations we plan in the most detail before close, because both have to work on Day 1.

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

Certificates

Our accreditations

Our practitioners hold security, privacy, cloud, and AI governance certifications, and the people who earned them do the work on your engagement.
FAQ

Frequently asked questions

What are IT carve-out services?

How long does IT separation take in a carve-out?

What is an IT entanglement inventory?

Should we clone, migrate, or rebuild our ERP?

How do you separate a Microsoft 365 tenant in a carve-out?

What goes into an IT transition services agreement?

Do you work for sellers or buyers?

How do you estimate IT separation cost?

Who does the ERP build work?

How does security fit into an IT carve-out?

When should IT carve-out work start?

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