Carve-Out & Separation Support

A divestment creates a second job for management at exactly the moment the business still needs to perform.

Cap Expand provides senior, hands-on carve-out support alongside the CFO and management team, taking ownership of critical finance and separation workstreams during an active divestment or business separation.

With more than 20 years of cross-border M&A and transaction experience, we integrate directly with the team and work alongside the company’s existing M&A, legal, tax, accounting and specialist advisers — without requiring another large advisory layer.

Senior execution capacity when management bandwidth is stretched

A carve-out creates demands that sit between the transaction process and the day-to-day operation of the business.

Management teams may suddenly need to prepare standalone financial information, define the transaction perimeter, identify shared services, support diligence, develop TSAs and prepare the business for Day 1 — while continuing to deliver the underlying business plan.

Cap Expand provides experienced execution capacity to help management take control of that workload.

Typical workstreams:

  • Carve-out financials and standalone economics
    Support the preparation and interpretation of standalone P&L, balance-sheet, cash-flow and cost-base information required to understand the business independently from its parent.
  • Transaction perimeter and shared-cost analysis
    Help define what sits inside and outside the transaction perimeter and identify shared costs, dependencies and potential stranded costs.
  • TSA preparation and economics
    Identify transitional-service requirements, support the development of TSA schedules and help management understand their operational and financial implications.
  • Finance and data-room readiness
    Strengthen the finance workstream, improve information availability and help management respond efficiently to diligence and buyer questions.
  • Separation and Day-1 planning
    Translate the transaction perimeter into practical Day-1 requirements, milestones, dependencies and management actions.
  • Workstream and adviser coordination
    Create structure across internal management teams and external advisers and help ensure that important issues do not fall between the transaction and operational workstreams.

Embedded alongside management — not another lead adviser

Cap Expand does not seek to replace the company’s investment bank, lawyers, accountants or specialist advisers.

Our role is to sit alongside the CFO and management team and take ownership of the execution workload that otherwise remains with them.

Where specialist tax, legal, IT, accounting or other expertise is required, we work with the relevant advisers rather than attempting to replicate their capabilities.

This allows management to add experienced senior capacity without creating another large advisory structure around the transaction.

When we can become involved

The primary focus is on situations where:

  • a divestment or carve-out has been announced or is underway;

  • an M&A process is being prepared or has started;

  • management requires additional senior finance or transaction capacity;

  • the separation workstreams are not yet fully resourced.

Cap Expand can also support earlier carve-out readiness and transaction preparation when engaged by management, shareholders or existing advisers before a formal process becomes public.

We worked together in a Umicore sale process when I ran one of the business units’ Italian operations. Extremely competent, flexible and work very well with people...we were able to finish the project on a positive note.

Torsten Warwas Torsten Warwas | Managing Director at Saxonia