Post Merger Integration and Carve Out / Separation Advice

During a carve-out a key operational elements have to be separated from one company. Deloitte work with the sponsors to develop a focussed due diligence exercise which provides the company and its sponsors with comfort over the robustness of its standalone operations.

If a company has not previously published standalone financial
information a number of disclosures may not have been made. Deloitte will work with the Finance team, and the sponsors, to ensure that the
Historical Financial Information is prepared in compliance with the applicable accounting standards, and provide a sound basis for the company’s future reporting as a listed entity.

The major challenges in disposing of a business include operational and financial separation of highly integrated operations with the client’s other businesses, including a number of central support functions. Deloitte will help the client in designing and establishing the separation programme and governance structure. Together with the client’s management team an operational handbook is prepared to identify
the current arrangements, the proposed Day 1 solutions (including transitional services) and the fully standalone model and related separation cost impact.

Deloitte can develop transitional service schedules, manage the resolution of key separation issues and draft communication materialsfor the client. These documents are then all shared with bidders to assist them in understanding the perimeter of the business that they are looking to acquire, as well as the separation cost implications.
Deloitte provide the financial and operational support to management, enabling them to present the business in a coherent and structured way,
allowing bidders to understand the perimeter of the transaction and the key financials. The detailed separation planning support that Deloitte offers ensures an issue-free Day 1 and establishes a robust set of TSAs
to ensure business continuity post completion.

You may want to understand how to apply a private equity approach to delivering incremental value from acquisitions, above and beyond their original investment case. Following an acquisition with significant interdependencies you can engage with Deloitte to undertake a Pilot Value Creation Plan (VCP) project to demonstrate the concept.

Deloitte will work with your management team in identifying
significant Value Creation opportunities across four work streams; Commercial, Operations, Working Capital and Tax, with potential to more
than double the company’s trading profits along with significant cash and working capital benefits within a short timeframe. Key aspects include identifying and quantifying value creation opportunities, assisting management in developing implementation plans and a governance structure and developing a VCP tracking dashboard to monitor the
progress of the value creation programme.