38
CARVE-OUT STUDY - SURVEY RESULTS (4/7)
What are the main risk factors from the seller's /
buyer's perspective?
68%
No viable stand-alone Target Operating
Model (TOM)
47%
No clearly structured and realistic business
plan
37% Insufficient (internal) resources
37% Lack of transparency in carve-out structure
32%
Lack of consent of contracting parties in
case of transfer of material contracts
30% Inadequate TSAs
18% Capability gap of the workforce
4% Others
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 warranty relating to
material legal relationships of the business
are to be spun off
42% Purchase price discount
38% Increased number of closing conditions
38% Earn-Out components
28%
Closing accounts as mandatory purchase
price model (in contrast to locked box)
22%
Flexible provisions in the contract
documentation on post-closing measures
22% Purchase price retention
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
30% Warannty on carve-out financials
28% Warranty catalogue regarding carve-out
business
25% Appropriate rules for dealing with consent
requirements in favour of third parties
15% Execution conditions regarding the
implementation of the carve-out in prepacked
structures
13% More difficult W&I insurability of carbe-out
transactions
11% Consent of the acquirer to individual carveout measures