Carve-Out & TSA Advisory
Transition Service Agreements Executed With Discipline.
Stonehill provides carve-out and TSA advisory services for private equity firms, corporate divestors, and middle market acquirers navigating one of the most operationally complex transactions in M&A. Our work ensures the carved-out business achieves Day 1 readiness, exits its transition services agreement on schedule, and stands up as a durable, value-creating standalone entity.
Carve-outs are execution-heavy transitions where separation and continuity must happen at the same time. Systems, people, and critical services remain interdependent under TSA agreements while the business is being built into a standalone entity. Without disciplined execution, value is quickly lost through delays, stranded costs, and operational disruption.
Carve-Out & TSA Advisory Services
Stonehill provides carve-out and TSA advisory services designed to protect continuity, accelerate separation, and establish a fully independent business positioned for long-term performance. Each engagement is structured around execution outcomes - a stable Day 1, a disciplined TSA exit, and a standalone organization built to operate without legacy support. We work directly with executive leadership and deal teams to translate separation strategy into coordinated execution across systems, teams, and dependencies, preserving value while enabling clean operational independence.
Separation Strategy and Day 1 Readiness
Definition of what must move, what must remain, and what must be created anew across people, processes, technology, data, contracts, and customer relationships—structured to ensure the business can operate independently from Day 1.
TSA Design and Negotiation Support
Structuring transition services agreements that are tightly scoped, time-bound, and operationally realistic, with clear service definitions, exit criteria, and mechanisms to control cost, dependency, and stranded exposure.
Functional Separation Execution
End-to-end execution of separation across Finance, HR, IT, Operations, Sales, Marketing, and Legal, led by senior practitioners who actively manage interdependencies, sequencing, and real-time decision-making.
Standalone Operating Model Design
Design of the future-state operating model, governance structure, and leadership framework required for the carved-out business to function independently and scale—built for the new entity, not inherited from the parent organization.
Integration Management Office (IMO) Stand-Up
For private equity acquirers integrating the carve-out into a broader platform, establishment of IMO governance, execution cadence, and performance tracking to ensure separation activities translate directly into integration outcomes and value capture.
Clients engage Stonehill because they work directly with senior practitioners - not analysts - who embed with their teams and stay accountable through execution from Day 1 to close. We combine strategic judgment with hands-on operational delivery, focused on the outcomes that matter to deal sponsors: accelerating TSA exit timelines, eliminating stranded costs, achieving Day 1 operational stability, and protecting standalone EBITDA. This model is built for middle-market and private equity-backed transactions where deal teams are lean, timelines are compressed, and execution cannot be delegated to generalist advisory support.
Every carve-out concentrates value risk into a short execution window where outcomes are determined by operational precision rather than intent. The ability to separate systems cleanly, maintain continuity during TSA dependencies, and stand up a functioning standalone business determines whether value is preserved or lost in transition. Stonehill helps leadership teams execute that separation with clarity and discipline, enabling organizations to move quickly through complexity and emerge with a stronger, fully independent operating foundation on both sides of the transaction.
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