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Divestitures

A proactive divestment strategy can position your business for long-term growth

The Complete Deal - whether you’re looking to spin-off, carve-out a piece of your business or sell your company

The right deal can help keep you ahead of the competition, creating sustainable value long after close. Transformation comes from confidently divesting the right assets at the right time. Together, we work to minimize disruption and move your business forward efficiently. It’s an insights-driven approach, a transparent and connected experience, and digitally-enabled deals specialists- the Complete Deal.

We lead more than 650 divestitures annually and we begin and end with value-led thinking. A simple concept that takes expertise and experience to deliver. Our digital deals experience creates a seamless, and connected client experience. And a tailored approach provides the unbiased, transparent insights you need to understand your best possible options, all at deal speed.

We bring better insights to create better outcomes. We’ll help you secure lasting value.

60%

of sellers experience higher EBITDA growth in the years following a divestiture.

PwC's Doing divestitures that deliver value. 2020.

Typical divestitures workstreams

If you’ve identified a part of your business that no longer fits, planning and timing is critical. We can help you with your divestiture strategy, divestiture planning, transaction execution, separation and long-term value creation. Our integrated divestiture solution is tailored according to your unique deal.

Hover over the graphic below to explore confident divestitures.

Structuring

Transaction structure, private letter rulings, legal entity analysis, step plan and valuation

Strategy

Portfolio assessment, strategic assessment, financial and deal modeling, dis-synergy identification

Separation and TSAs

Separation blueprint and implementation for functional areas, IT separation, contract separation, legal entity separation, transition operating model, Transition Services Agreements (cost analysis, negotiation & exit planning), SOX controls over the transaction

Carve-out financial statements

Carve-out financial statements, technical memos, accounting for taxes, held for sale & discontinued operations, SEC reporting requirements

Org design and communications

Retention plan, organizational design, talent selection, internal and external communications

Business diligence

Enterprise diligence, standalone costs analysis, data room preparation, financial model, closing mechanisms

Transition management office

Governance structure, Board and SteerCo reporting, timeline and roadmap development, project management

Transformation and stand up

Stranded cost identification and mitigation, organizational structure design, process simplification, new way of working

Divestitures services

Planning and executing a successful divestiture is far more challenging than most executives expect. When divesting a business, time is often short, structures are complex, unexpected stress and consequences arise and there is a high risk of value leakage. We bring key insights to help you make confident decisions to unlock, protect and enhance value.

Divestitures strategy

From portfolio assessment, to discovering value in carving out separate entities, we work with you to identify value maximizing opportunities. We bring an objective and unbiased approach aimed at increasing speed to market and improving impact on cash flows and ultimately deal value. Our teams deliver straightforward advice and execution support to help you make the right portfolio decisions to secure your future.

Structuring

Every carve-out is unique. The optimal tax structure can help you navigate compliance complexities and the potential for value leakage. Understanding the corporate strategy and the underlying legal and regulatory requirements is critical to designing and implementing a legally viable and tax efficient transaction.

Assessing the most tax-efficient structure – one that disentangles commingled business tax-efficiently, minimizes transaction related taxes, preserves and/or monetizes tax attributes and can be executed within the timeframe of the transaction closing.

Business diligence

Assessing and analyzing the divestiture from a buyer’s point of view to identify possible issues, risks and opportunities that may impact deal value should be done before buyers begin their own diligence activities. Business diligence takes a close look at the specific details of the business including the quality of earnings, stand-alone costs analysis and other operational details.

In addition, business diligence will include detailed analysis of areas typically subject to purchase price adjustments — such as cash, working capital and indebtedness to Seller’s establishment of targets. This process identifies risks and opportunities and develops the right messages and supporting documentation to help preserve and maximize the value of the deal. Throughout this process, we’ll work with you to review the purchase agreement and strategies for crafting purchase price mechanisms in order to help preserve the deal value through and post closing. Divestiture modeling can also help you have a dynamic deal model that can evaluate various scenarios and iterate the assumptions throughout the process.

Carve-out financial statements

Preparing auditable carve-out information of the business being divested is oftentimes one of the most complex and lengthy workstreams in a deal. Carve-out financial statements are usually required for regulatory purposes and/or financing, and stakeholders will often want to bridge this information to the deal financials. Creating a single data platform to help ensure all stakeholders base key business decisions on the same data, maintaining optionality and having credentialed project managers is critical when preparing carve-out financial statements. Carving out entangled businesses from disaggregated data sources adds to the complexity — PwC has proprietary technology to automate this process and help reduce execution risk.

Operational separation

Divestitures impact a broad range of enterprise functions with many interdependencies that can create complexity. That’s why, at PwC, you’ll work with specialists who understand the moves for your business — from data to industry experience, analysis to value capture, and strategy to execution. We’ll work with you to develop your divestiture blueprint so that value creation is a focus along the way. We don’t think there’s a one-size-fits-all solution when it comes to divestitures. Instead, we adapt our tools and processes to custom fit your culture, people and strategic environment.

Key components include:

  • Divestiture Management Office (DMO): Coordinating enterprise-wide divestiture efforts, managing dependencies and resolving issues to support the deal team and executive management with prioritizing activities and balancing resources across competing initiatives.
  • Communication and change management: Communicating transaction value proposition to employees (keeping them engaged and addressing concerns), customers (affirming continuity and no disruption to services) and other key constituencies by developing and executing on a robust change and communication plan.
  • Transition operating model design: Modeling how the seller and divested business will operate immediately following the transaction close. This involves designing how people, processes and systems will support the sold/spun business during the TSA period while helping minimize the disruption to the seller/spinee.
  • Stranded and separation costs: Assessing stand-alone, one-time and stranded costs, providing scenarios that increase the value of the carve-out business and also reducing transaction and restructuring costs.
  • Contract separation: Separating contracts is often a long-lead time area. Planning ahead can help you bring the right parties to the table to help ensure a successful transition while minimizing potential revenue and cost impacts.
  • Day One readiness and functional separation: Providing functional expertise to developing detailed plans to implementing separation strategy and enabling enterprise-wide tactical execution of transition requirements.
  • Legal entity separation: Assisting with this long lead-time item to create a separate legal entity structure in order to enable stock sale or spin. This is highly integrated with the overall functional separation strategy but leverages tax and legal steps as starting points.
  • Transition Service Agreements (TSAs): Identifying transition services required by either the seller or carve-out business after close. Understanding requirements, terms, costs, and plans for delivery under different exit scenarios.
  • Parent optimization: Evaluating the impact of the divestiture on the seller’s remaining businesses and competitive capabilities.

Human capital and org design

Employees constitute one of the largest operating expenses of a company. The HR function plays a pivotal role in helping to drive the transformation that comes from confidently divesting the right assets at the right time in order to secure value. The ability for HR to accelerate closing, manage costs and secure employee retention hinges on close collaboration with the finance, tax, legal, IT and corporate development departments. It is imperative to drive employee processes and articulate human capital strategies in operational, financial and legal terms.

IT separation

IT is the most complex area for many divestitures and its success is critical to getting the deal done. IT enables the business and functions end-to-end across the value chain of most organizations. At PwC we have built a world-class global team of IT divestiture professionals who have created the strategy and executed some of the largest and most complex divestitures. Our teams have both industry and IT domain expertise in applications, infrastructure, org/op model, cyber, cloud, and much more. They focus not only on closing the deal with minimal business disruption, but also enhancing value for both the Seller and the Buyer. We have pre-defined future state IT architectures which help enable cost-reduction, minimize one-time cost, expedite transaction close, reduce TSA’s, and enhance deal value.

“Divestitures have the power to transform your business. Our deals specialists bring a digital approach and will work with you to optimize your portfolio, drive a value-focused mindset throughout the deal, and identify opportunities for future growth.”

Michael NilandUS Divestitures Services Leader, PwC US

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Michael Niland

US Divestitures Services Leader, PwC US

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