Partner
Certified Valuation Analyst (CVA), EMBA (M&A), Graduate in Business Administration
Carve-out Services
Carve-outs are complex transformation projects with a high strategic impact. Whether reorganization, spin-off or outsourcing – we support you in planning and implementation as well as in ensuring standalone readiness. Our interdisciplinary team supports you worldwide and personally on site.
We pave the way when you …
- want to strategically spin off or reorganize a business unit.
- want to strengthen competitiveness by focusing on your core business.
- need to have the Carve-out Financials checked or prepared for financing purposes.
- want to prepare a business unit for a possible sale or IPO.
- want to efficiently solve complex legal, tax and IT issues.
- would like to realign your group or medium-sized organization as part of Transformation & Structuring.
Our Services
Corporate Finance
- M&A Readiness and strategic positioning
- Company sale
- Exit-Readiness analyses
- Financial factbook and Vendor Due Diligence
- Carve-out Support
- Purchase price allocations
Audit & Assurance
- Auditing review of financial information
- Group and annual audit
- Foundation and capital increase audits
- Audits under transformation law
- Review of the securities prospectus
- Selective special audit actions
Legal Advisory
- Legal structuring of the carve-out
- Ensuring appropriate handling of employees
- Obtaining legally required approvals and clearances
- Contractual review of the contracts concerned (Change-of-Control)
- Coordination with all involved parties, notaries, authorities & courts
- Drafting and negotiation of necessary conversion or purchase agreements (share deal, asset deal) and other necessary contracts (in particular TSAs)
Master Carve-outs successfully
Tax Consulting
- M&A Tax
- Tax Exit-Readiness
- Creation and implementation of a tax-optimized sales structure – across national borders
- Tax Fact Book and Vendor DD
- Tax Modelling
- Coordination with tax authorities and fulfillment of reporting obligations
- Drafting and negotiating tax aspects in restructuring and purchase agreements
Advisory & IT
- Finance4Future
- SAP Consulting
- Managed IT & Cloud Services
- Business Process Management
- Creation of auditable Carve-out financial information for the financial factbook and the new sub-group
- Advice on complex accounting issues
- Project management for the finance function
BPO
- Data migration (complete or selective)
- Project coordination with stakeholders (also within the framework of a Transitional Service Agreement (TSA))
- Payroll accounting (also across borders)
- Financial Accounting
- Annual Financial Statements
- Process Automation
- Reporting
- Tax Compliance International
Master Carve-outs successfully
Carve-outs present companies with unique challenges: from ensuring standalone readiness to complex IT and interface issues. With our many years of experience, we support you holistically and create the foundation to successfully achieve your carve-out target.
Deal Preparation
- Definition of targets, guidelines, and timeframes
- Analysis of the potential Carve-out Financials and IT infrastructure
- Preliminary review from a Legal & Tax perspective
- Definition of the Carve-out perimeter
- Establishment of the project structure and governance
- Preparation of a basis for decision-making for the project
Due Diligence
- Creation of Financial factbooks and Due Diligence
- Analysis of financial data and forecasts
- Review of the legal structure and contractual situation
- Tax assessment and structuring
- Communication with stakeholders
- Execution of expert calls and Q&A processes
Deal Execution
- Preparation and negotiation of purchase agreements (SPAs) and purchase price mechanisms
- Ensuring and continuation of the relevant financial data
- Implementation of purchase price adjustment clauses
- Coordination of the closing process
- Support of stakeholder and investor communication
- Fulfillment of reporting and notification obligations
Implementation & Integration
- Separation and adaptation of the IT landscape
- Setup of ERP systems and Lucanet for internal and external reporting
- Implementation of legal documents
- Ensuring standalone readiness
- Process optimization and transfer to Shared Services
- Support with integration and ongoing operation