Separating a $1.4 billion division that had never operated alone

The division had been part of the group for thirty-one years. It shared an enterprise resource planning system with three other divisions, employed people whose contracts named the parent, and held sixty-two supply agreements that could not be assigned without consent.

The client had run a competitive process and reached a price it was satisfied with. What it had not resolved was whether the business could be handed over as a functioning enterprise on the completion date, or whether it would be handed over as a set of assets that would take a year to become one.

We began with a separation perimeter rather than a purchase agreement. Over five weeks, working with the client's finance and operations teams, we mapped every shared function, contract, employee population, and license, and classified each as transferring, replicating, or served under a transitional arrangement.

That perimeter then drove the documents. The transitional services schedule was negotiated in parallel with the sale agreement rather than after it, and priced by reference to the parent's actual cost of provision, which removed the most predictable source of post-closing dispute.

Consent strategy was sequenced by criticality. Twelve counterparties whose consent was genuinely required for the business to operate were approached first, under confidentiality, before the process reached a stage where refusal would have had leverage.

The transaction signed with a completion condition tied to eleven of the twelve critical consents; the twelfth was obtained four days before completion.

A treasury function was stood up for the divested business, independent of the parent, from the completion date. Transitional services ran for fourteen months against an eighteen-month term.

No post-closing adjustment dispute arose.