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Pre-Sale Business Separation

Pre-Sale Business Separation

A restructuring solution designed to help clients divide specific part of the business (including customers, suppliers, people and assets) between ‘RemainCo’ and ‘SpinCo’ as a pre-step to a divestment.

Navigating Complexity

Streamline divestment processes and preserve business continuity with Pre-Sale Business Separation.

Pre-Sale Business Separation planning and execution helps to unlock hidden value by creating a more attractive structure prior to marketing a business. Alternately, once a deal structure is established, the sell-side often needs to move quickly to meet the requirements of the sale within the deal timeframes – due consideration of this process can facilitate material tax and legal savings, whilst preserving relationships with both the RemainCo and SpinCo stakeholders.

 

When would my organisation need to consider Pre-Sale Business Separation?

Pre-Sale Business Separations usually occurs when a divestment is planned, or after an approach from a buyer has been received.

In both cases, it is important to get the structuring right so that stakeholders entirely understand what actually sits within the business that is being sold, and so that the retained business is protected from the sale with as little disruption as possible.

Properly addressing customer and employee entanglement is critical, determining which customers and employees should be retained and which should be part of the sale. This ensures a smooth transition and preserves the integrity and continuity of both the selling and remaining entities.

How do we deliver Pre-Sale Business Separation?

We support clients in all parts of the deal lifecycle, from design and planning through to execution of Pre-Sale Business Separation. Our team of dedicated restructuring advisors and project management specialists work with internal teams and their third-party advisors to maximise value and minimise costs associated with sale preparation. After a decision has been taken to sell, the challenge lies in balancing the timeframes of the sale against the need for accuracy and diligence in the separation planning and execution.

Pre-sale business separation activity will typically include:

  • separating or closing out debtor/ creditor positions
  • reviewing employee entanglement and assessing which employees are retain vs transfer
  • reviewing customer entanglement and communicating with impacted customers/ vendors and novating legal agreements
  • transferring or disposing of assets
  • transferring or exiting operating leases
  • business valuations
  • facilitating communications with impacted staff
  • coordinating finance systems teams to facilitate operational continuity

We often embed ourselves in our clients’ teams to take on the Pre-Sale Separation burden, providing restructuring advisory, project management, finance and operational support and coordinating tax and legal input through our extensive global network. We are a “one-stop-shop” solution for our clients.

The need for Restructuring experience and commercial acumen are equal in measure when delivering business separation projects. Balancing a buyer’s demands with a seller’s willing, whilst considering underlying, impacted customers and the art of the possible from a legal restructuring perspective is no mean feat. Requires specialists. 

Cameron Holloway, Managing Director, JC Consulting Partners

For more information on our services
please get in touch

How do we deliver Pre-Sale Business Separation?

We support clients in all parts of the deal lifecycle, from design and planning through to execution of Pre-Sale Business Separation. Our team of dedicated restructuring advisors and project management specialists work with internal teams and their third-party advisors to maximise value and minimise costs associated with sale preparation. After a decision has been taken to sell, the challenge lies in balancing the timeframes of the sale against the need for accuracy and diligence in the separation planning and execution.

Pre-sale business separation activity will typically include:

  • separating or closing out debtor/ creditor positions
  • reviewing employee entanglement and assessing which employees are retain vs transfer
  • reviewing customer entanglement and communicating with impacted customers/ vendors and novating legal agreements
  • transferring or disposing of assets
  • transferring or exiting operating leases
  • business valuations
  • facilitating communications with impacted staff
  • coordinating finance systems teams to facilitate operational continuity

We often embed ourselves in our clients’ teams to take on the Pre-Sale Separation burden, providing restructuring advisory, project management, finance and operational support and coordinating tax and legal input through our extensive global network. We are a “one-stop-shop” solution for our clients.

The need for Restructuring experience and commercial acumen are equal in measure when delivering business separation projects. Balancing a buyer’s demands with a seller’s willing, whilst considering underlying, impacted customers and the art of the possible from a legal restructuring perspective is no mean feat. Requires specialists. 

Cameron Holloway, Managing Director, JC Consulting Partners

For more information on our services please get in touch

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