Determining fair, auditable charges is the most sensitive aspect of TSA negotiation. Pricing must recover the parent’s incremental costs, remain transparent to the carve-out, and avoid regulatory scrutiny for transfer-pricing abuse.
Guiding Principles
- Cost Transparency — Base calculations on traceable general-ledger accounts or time-tracking data.
- Incrementality — Charge only incremental and directly attributable costs; overhead should be minimal and well-justified.
- Neutrality — Parent should neither profit nor subsidise; rates approximate third-party market levels.
- True-Up Discipline — Monthly or quarterly reconciliations adjust for volume variances; credits or debits issued promptly.
- Documentation — Maintain workpapers that tie back to audited financials for tax and audit defence.
Common Pricing Models
- Cost-Plus
• Parent recovers actual direct costs plus an agreed mark-up (typically 5 – 10 %) to cover overhead.
• Best for labour-intensive or bespoke services such as finance close support. - Unit-Rate
• Flat price per transaction, user, or device (e.g., $X per payslip, $Y per help-desk ticket).
• Encourages efficiency and simplifies volume true-ups. - Fixed-Fee
• Single monthly charge regardless of usage (suitable for predictable, low-variance services like board governance support).
• Requires clear definition of scope to avoid “all-you-can-eat” cost creep. - Hybrid
• Base fee covering core capacity plus variable fee for excess volumes (useful for IT hosting or network bandwidth).
Cost-Allocation Methodology (Cost-Plus Example)
- Identify Direct Cost Pools
– Labour hours logged to dedicated cost codes.
– Third-party invoices (software licences, cloud instances).
– Allocated share of consumables (printing, telco minutes). - Apply Allocation Drivers
– Headcount, tickets, CPU hours, or data-storage gigabytes—whichever best reflects consumption. - Add Overhead Mark-Up
– Cover finance, HR, and facilities burden associated with service delivery; disclose calculation. - Calculate Unit Costs
– Divide total cost by forecast volume to derive provisional monthly charge. - True-Up Process
– Compare actual vs. forecast volume; adjust next invoice.
– Retain audit workbook with source invoices, time sheets, and driver metrics.
Pricing Governance
- Rate-Card Approval — CFO of parent and carve-out sign off before Day 1.
- Invoice Validation — Carve-out TSA Lead reviews cost drivers and volumes within five business days of receipt.
- Dispute Resolution — Escalate unresolved billing issues to TSA PMO; final arbitration by Steering Committee.
- Annual Re-Rate (if term > 12 months) — Adjust for wage inflation, vendor price changes, or scope reduction.
Deliverables
- Cost-allocation workbook linking each TSA service to GL accounts and drivers.
- Rate-card document with unit rates, mark-up percentages, and assumed volumes.
- Monthly invoice template showing cost components and true-up line.
- Audit trail binder for tax authorities and external auditors.
Common Pitfalls
- Charging fully-loaded corporate overhead, inflating TSA fees and sparking disputes.
- Using outdated volume forecasts, leading to large retroactive adjustments.
- Failing to segregate one-time setup costs from recurring service fees.
- Omitting tax-gross-up clauses—buyer surprised by VAT or sales-tax additions.
Transparent, well-governed pricing builds trust, streamlines invoice approval, and withstands audit or regulatory review—ensuring TSAs fulfil their purpose without becoming a lingering financial burden.
Request the Carve-Out Playbook
Table of Contents:
Table of Contents
1. Introduction and Overview
- 1.1 Purpose of This Playbook
- 1.2 Defining Carve-Outs (Divestitures)
- 1.3 Key Differences Between Carve-Outs and Other M&A Transactions
- 1.4 Common Drivers and Strategic Rationale for Carve-Outs
- 1.5 Overview of the Carve-Out Lifecycle
- 1.6 How to Use This Playbook
2. Strategic Considerations and Decision-Making
- 2.1 Evaluating the Carve-Out Rationale
- 2.2 Assessing Market Opportunities and Timing
- 2.3 Stakeholder Alignment and Governance
- 2.4 Risk Assessment and Mitigation Strategies
- 2.5 High-Level Financial Considerations
- 2.6 Sample Template: Carve-Out Feasibility Study
- 2.7 Checklist: Key Questions to Ask Before Deciding on a Carve-Out
3. Planning the Carve-Out Program
- 3.1 Establishing the Carve-Out Program Management Office (PMO)
- 3.2 Defining Scope and Objectives
- 3.3 Organizational Structure and Key Roles
- 3.4 Timeline Development and Milestone Planning
- 3.5 Resource Planning and Budgeting
- 3.6 Program Governance and Steering Committees
- 3.7 Tools and Templates: Carve-Out Project Charter and Planning Documents
- 3.8 Step-by-Step Guide: Setting Up the PMO
4. Financial Analysis and Preparation
- 4.1 Developing Carve-Out Financials (Pro Forma Statements)
- 4.2 Allocating Corporate Overheads
- 4.3 Working Capital Adjustments and Cash Management
- 4.4 Tax Implications and Structuring
- 4.5 Valuation Approaches for the Carve-Out Entity
- 4.6 Checklist: Financial Data Requirements
- 4.7 Template: Standalone Cost Analysis
5. Operational Separation and Target Operating Model (TOM)
- 5.1 Defining the Future State Organization
- 5.2 Critical Business Functions to Separate
- 5.3 Retained vs. Transitioned Capabilities
- 5.4 Cross-Functional Dependencies
- 5.5 Service Level Agreements and Transition Services
- 5.6 Template: Target Operating Model Blueprint
- 5.7 Step-by-Step Guide: Designing Your TOM
6. Legal and Regulatory Framework
- 6.1 Understanding Legal Entities and Corporate Structures
- 6.2 Regulatory Approvals and Filings
- 6.3 Contract Assignments and Renegotiations
- 6.4 Employee and Labor Law Considerations
- 6.5 Antitrust and Competition Law Considerations
- 6.6 Securities and Exchange Requirements (If Applicable)
- 6.7 Sample Template: Legal Due Diligence Checklist
7. Human Capital and Organizational Readiness
- 7,1 Workforce Mapping and Allocation
- 7.2 Talent Retention and Employee Engagement
- 7.3 Compensation and Benefit Alignments
- 7.4 Cultural Considerations and Change Management
- 7.5 Checklist: HR-Related Actions for Day 1 Readiness
- 7.6 Step-by-Step Guide: Conducting Workforce Transfers
8. Technology and IT Separation
- 8.1 IT Carve-Out Strategy and Guiding Principles
- 8.2 Inventory of Applications and Infrastructure
- 8.3 Data Migration and Security
- 8.4 Network and Systems Separation
- 8.5 Third-Party Vendor Contracts and Licensing
- 8.6 Checklist: Key IT Systems and Separation Activities
- 8.7 Sample Template: IT Separation Work Plan
9. Communication and Stakeholder Management
- 9.1 Communication Strategy and Governance
- 9.2 Internal Stakeholder Mapping
- 9.3 External Stakeholders: Investors, Clients, and Suppliers
- 9.4 Media Relations and Public Announcements
- 9.5 Message Alignment and Consistency
- 9.6 Change Management and Cultural Integration
- 9.7 Template: Comprehensive Communication Plan
10. Day 1 Readiness Planning
- 10.1 Defining “Day 1” Scope and Objectives
- 10.2 Critical Systems and Operational Checklists
- 10.3 Transition Services Agreements (TSA) Setup
- 10.4 Compliance and Regulatory Obligations
- 10.5 Business Continuity Plans
- 10.6 Template: Day 1 Checklist
- 10.7 Step-by-Step Guide: Ensuring Operational Continuity
11. Transition Services Agreements (TSAs)
- 11.1 Purpose and Structure of TSAs
- 11.2 Key TSA Terms and Service Level Definitions
- 11.3 Pricing and Cost Allocations
- 11.4 Governance and Conflict Resolution Mechanisms
- 11.5 Exit Strategy and TSA Sunset Provisions
- 11.6 Checklist: TSA Negotiation Points
- 11.7 Sample Template: TSA Master Document
12. Carve-Out Implementation and Execution
- 12.1 Integrated Project Plan for Separation
- 12.2 Managing Parallel Workstreams
- 12.3 Risk Management and Issue Resolution
- 12.4 Real-Time Reporting and Steering Committee Updates
- 12.5 Escalation Procedures and Decision Rights
- 12.6 Checklist: Weekly and Monthly Reporting Templates
- 12.7 Step-by-Step Guide: Project Execution Best Practices
13. Post-Close Stabilization and Operational Handover
- 13.1 Post-Close Governance and Operational Setup
- 13.2 TSA Management and Transition Offloading
- 13.3 Synergy Realization and Cost Management
- 13.4 Performance Tracking and KPIs
- 13.5 Revisiting the Target Operating Model
- 13.6 Checklist: Stabilization Milestones
14. Integration or Standalone Acceleration
- 14.1 Evaluating Long-Term Strategic Options
- 14.2 Standalone Strategy vs. Full Integration
- 14.3 Operational Maturity Roadmap
- 14.4 Value Creation Levers and Growth Opportunities
- 14.5 M&A Opportunities and Bolt-On Acquisitions
- 14.6 Checklist: Building Momentum Post-Carve-Out
15. Lessons Learned and Best Practices
- 15.1 Common Pitfalls and How to Avoid Them
- 15.2 Key Success Factors for Carve-Out Transactions
- 15.3 Industry-Specific Considerations
- 15.4 Checklist: Continuous Improvement for Future Carve-Outs