Middle-Market Carve-Outs Can Be Complex

Sun Capital’s Brian Urbanek says management and operations are important to understand

By: Brian Urbanek, Sun Capital
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Harnessing the potential of a mid-sized corporate carve-out can deliver tremendous value, but these transactions can be fraught with a multitude of known and unknown challenges not normally seen in a traditional buyout. Identifying these complexities and how adept one is at managing them at the beginning can foreshadow the transaction’s ultimate success. In our work transitioning more than 50 middle market corporate carve-outs into independent businesses, we’ve learned some important lessons along the way that can make a meaningful difference.

First, it’s important to remember that not all corporate carve-outs are created equal. Size can have a significant impact on the look and feel of the transaction. For example, a carve-out from a Fortune 50 company may look and feel similar to the acquisition of a standalone business. But for a middle market business carve-out, the complexities can quickly become wide-ranging.

Frequently in these situations, the operations are so closely integrated with the parent that diligence takes on even greater importance than in a typical buyout. You have to not only understand the market opportunity, but you have to really understand what it is you are actually acquiring. That means taking a close look at the entirety of the business: talent, sales, administration, customer set, operations and culture. It’s also important to understand what assets and people are coming with the business, and which ones are going to remain with the seller.

Evaluating a potential transaction means bringing focus to the unfocused. Since success of the deal will ultimately hinge on the operational aspects, knowing the right questions to ask and identifying the right issues early on in the process is critical – even when you are a repeat purchaser from the same corporate parent, as we have been.

Important questions to ask should include: Does the carve-out have its own sales force? Who owns the customer relationships? Who does the invoicing and who receives payment? Who owns and manages the website? Who manages the email and records systems? Does the intellectual property come with the business, or is it shared? Will there be a transition period with services and information being provided by the seller, and how long is it appropriate to last?

All of these details must be thought out up-front, or you risk owning a company that can’t transact business. Additionally, by knowing what questions to ask, and how you will address potential issues, can keep the sale process moving without sacrificing good diligence.

Determining the scope of the seller’s continued obligations is also an important aspect of the carve-out dealmaking process. These transition services agreements are a balancing act. Usually the seller wants to detach itself from the divested unit as quickly as possible, so the acquirer needs to know up front what type of services will be needed, , and what it will take to build a permanent infrastructure. Ultimately, both sides must take a practical approach and have to take on some risk. The overall objective is to make sure you’ve acquired a business that will function effectively after the ink is dry.

Finally, it’s vital to not overlook the management. Success will require a management team that can be a change agent and engage employees, while adapting to the unavoidable issues that arise as the organization sets out on its new journey. While the business itself is transitioning into a standalone company, it will also be building a new corporate identity. It’s important that the management team has a plan to address what needs to happen on the culture front.

With the right mix of experience and operational tools, corporate carve-outs can be a most exciting type of transaction for a private equity firm to undertake, as the transformational impact is often incomparable. In these types of transactions there is a unique opportunity to help businesses make a real leap forward while generating strong investor returns.