Carve out a company

Designing for the future

Whatever your reason for carving out part of your concern, we cover all aspects of the transaction, helping make the process as efficient as possible and safeguarding value on both sides.

Carve-out readiness

We work with you to understand your strategic priorities, help you identify what systems and processes will need to be separated when the asset is sold and offer advice and guidance on how they can best be split as soon as possible after the deal has been signed.

Overall, we help you prepare the asset to be sold to perform as a stand-alone business going forward.

Operational due diligence 

We offer an independent view of your operations to make sure you’re able to provide a comprehensive overview of the entity’s operational structure linked to its financials.

Taking an integrated approach, we look back at where numbers come from to help identify potential opportunities for the buyer or private equity investor, creating a fully integrated report comprising all relevant details.

Commercial due diligence

We’ll help you assess key strategic and commercial aspects across all stages of the deal cycle. When we assist in selling a business we provide insights on how to maximise value prior to a sale, so you can pursue the best deal opportunities with confidence while giving buyers greater certainty about the nature and potential of your business.

We use data analytics, quantitative surveys and interviews with industry specialists and customers to assess market conditions, customer perceptions and the company’s performance.

IT due diligence

IT is key to business operations, managing information and financial reporting, making it a priority area for consideration during a transaction. Often the largest capital and operational expenditure item on the books, its value can be a game changer.

We can help you make sure that buyers or investors understand the impact of the IT carve-out in terms of EBIT and capex, and offer peace of mind that the IT assets supporting the business are up to the task.

Vendor financial due diligence/vendor assistance

Taking an independent view of your business, we help create a valid picture of the business you’re looking to carve out, including devising a robust business plan to present to prospective buyers.

Undertaking vendor due diligence enables you to identify and fix critical issues that could lead to buyer uncertainty. Importantly, vendor due diligence adds credibility to your business as a valuable concern.

Vendor assistance is provided for the benefit of the vendor only.

Legal due diligence and share purchase agreement (SPA) advice

In a deal process, any responsible management will require a comprehensive assessment of the possible legal risks related to the corporate status, assets, contracts, securities, intellectual property, etc. of the entity you’re looking to carve out.

We work with you to assure any potential buyer total peace of mind.

People and organisation

We can make sure that sufficient attention is paid to the human side of the transaction, covering people, organisation, employment laws, benefits including pensions, HR practices, compensation and the HR function, and help you develop a plan to reshape the employee cost base resulting from the carve-out.

IFRS expertise

The accounting effects of divestitures are challenging and must be properly assessed as they not only influence reporting and future results, but impact the acquirer’s covenants and financial ratios too. We can help:

- assess the impact of clauses included in share purchase agreements and other financial arrangements

- account for purchase price allocation and draft related disclosures

- convert from existing GAAP and/or align your accounting policies to those of the acquirer

- align reporting processes and deal with “day two ” issues such as potential changes to segment reporting and goodwill impairment testing

- through the accounting and reporting complexities of carve-out financial statements.

 

Contact us

Michael de Roover

Partner, PwC Belgium

Tel: +32 47 566 8075

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