Carve-Out & TSA Advisory
Transition Service Agreements Executed With Discipline.
A carve-out asks you to separate a business and keep it running at the same time. We make sure both happen.
Stonehill provides carve-out and TSA advisory for private equity firms, corporate divestors, and middle-market acquirers - the teams navigating one of the most operationally complex transactions in M&A. We get the carved-out business to a clean Day 1, off its transition services agreement on schedule, and standing on its own as a durable, value-creating entity. Systems, people, and critical services stay tangled under the TSA while the standalone business is being built around them. Without disciplined execution, value leaks - through delays, stranded costs, and operational disruption. We keep that from happening.
Carve-Out & TSA Advisory Services
Every engagement is built around execution outcomes: a stable Day 1, a disciplined TSA exit, and a standalone organization built to run without legacy support.
Separation Readiness & Diligence Before close, sometimes before signing, the operational questions decide the economics. We assess what separation will actually take: the one-time costs, the realistic TSA duration, and the risks buried in shared systems and services. Buyers go in with their eyes open, not a surprise on Day 2.
Separation Strategy & Day 1 Readiness What moves, what stays, and what gets built new, across people, process, technology, data, contracts, and customers. We define it precisely, so the business can operate independently from Day 1.
TSA Design & Negotiation Support A TSA should be tightly scoped, time-bound, and operationally real. We structure the service definitions, exit criteria, and cost controls that keep dependency and stranded exposure in check.
Separation Management Office (SMO) Stand-Up A carve-out is a program, not a project. We stand up the SMO that runs it — governance, execution cadence, interdependency tracking, and a single source of truth that keeps every workstream moving to the same clock. For acquirers, it hands off cleanly to an integration IMO once separation is done.
Functional Separation Execution Separation across Finance, HR, IT, Operations, Sales, Marketing, and Legal — executed end to end. Senior practitioners manage the interdependencies, the sequencing, and the real-time calls as they come.
Standalone Operating Model Design The future-state operating model, governance, and leadership the new entity needs to run and scale. Built for the business being created, not inherited from the parent.
Why Stonehill
Clients engage Stonehill because they work with senior practitioners, not analysts. We embed with your team and stay accountable through execution, from Day 1 to TSA exit. Strategic judgment and hands-on delivery, pointed at the outcomes deal sponsors care about: faster TSA exits, no stranded costs, a stable Day 1, and protected standalone EBITDA. The model is built for middle-market and PE-backed deals — lean teams, compressed timelines, and execution that can't be handed to generalist advisors.
Every carve-out concentrates risk into a short window, where the outcome is decided by operational precision, not good intentions. Separate the systems cleanly, hold continuity through the TSA, and stand up a business that actually works — that's the line between value preserved and value lost. We help leadership teams execute that separation with clarity and discipline, and emerge stronger on both sides of the transaction.
Ready to elevate your business?
