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RECOMMENDATIONS TO DECISION MAKERS SURVEY RESULTS
Involve carve-out experts at an early stage:
Experienced carve-out experts (M&A, legal, tax, finance) should be involved in the carveout
and transaction structure planning (and the consideration of any alternative courses
of action) from the very beginning. This is key to developing optimal structures - crossfunctionally
and in cooperation with the project management team - and balancing seller
and buyer expectations
Pre-packed or unpacked structure:
The pros and cons of these structures should be analyzed at the outset. Relevant
parameters to be considered include: deal certainty, timing, flexibility, managing third
party approval requirements, separation expenditure, tax advantages, and impact on
valuation
Anticipate buyer objections and delays:
Well-advised sellers are not caught off guard by bidder objections. The carve-out team
identifies, at an early stage, potential issues that may be raised by buyers and develops
appropriate countermeasures and responses to address these. Likewise, transaction
planning should factor in the potential for any timing delays - whether caused internally
or externally - and consider alternatives in the event that the transaction does not
proceed as proposed
9
Which dimensions do you take into account in
the deal structure of a carve-out to account for
(possible) higher uncertainty?
45%
Stricter catalogue of warranties
relating to material legal relationships
of the business are to be spun off
41% Purchase price discount
38%
Increased number of closing
conditions
Which topics in the contract documentation do
you see as particularly prone to conflict?
51% Complexity of international carve-out
structures
45% Appropriate purchase price formula if
parts of the carve-out are post-closing
34% Combination of asset and share deal
scenarios