carve-out

通过分拆创造价值

BCG 的分拆顾问能端到端指导企业完成复杂的分拆流程。无论企业的目标是股权转让、分拆还是 IPO,我们都将帮助企业最大化交易价值,最小化业务干扰——让收购企业和被收购企业能够在并购后首日和以后繁荣发展。

What is a carve-out? From a pure process point of view, it involves separating a business unit, subsidiary, or line of business from its parent company. Carve-outs usually are launched ahead of, or in parallel with, a divestiture. The new entity can be offered to investors via an IPO, sold to an industry player or private equity firm, or spun off to existing investors to boost shareholder value.

In the right circumstances, it’s hard to top a carve-out for compelling strategic benefits. Carve-outs enable companies to capitalize on parts of their businesses that no longer fit strategic goals—while streamlining operations, paring costs, and enabling more-nimble responses to market shifts.

How BCG Enables Corporate Carve-Outs

BCG brings a distinctly holistic, end-to-end approach to these high-stakes transactions. Our strategic insight and deep industry expertise enable us to advise clients throughout the carve-out continuum.

We set you up for success with our clear focus on value, our deep expertise in strategy and business, our experience with complex carve-outs, and our structured approach, which pushes well beyond a purely mechanical separation exercise. We work shoulder-to-shoulder with you to boost the new entity’s value to shareholders and prospective buyers and ensure business continuity from day one.

Critically, we also reduce distractions, freeing you to focus on vital day-to-day operations. After all, even the most profitable carve-out is only as successful as the business you hold when the signatures are dry.

Containing Carve-Out Complexity

A carve-out transaction requires managing business, accounting, and legal issues simultaneously, often across functions, nations, and cultures. The result can be a torrent of micro-milestones and metrics that must be addressed and coordinated during a process that typically stretches 6 to 12 months.

To contain that complexity, BCG’s carve-out consultants help clients consider three factors: approach, timing, and setup.

DECISION

1. Approach. Will the carve-out be a “lift and shift,” in which the unit is transferred substantially intact, or a bold redesign in which major operating changes are made?

IMPLICATIONS

Decide on priorities: “lift and shift” focuses on the speed and smoothness of the transition but may entail higher costs, initially, for the carved-out company. A bold redesign involves a lengthier and more difficult preparation period, with potentially lower costs.

2. Timing. What is the best date for independent, day-one operations?

3. Setup. How will the complex set of topics and stakeholders be managed?

Negotiate conflicting internal preferences and requirements.

Establish a robust project management office to lead, coordinate, and track.

Our Carve-Out Approach

我们将带领您完成包括计划设置、设计和规划以及执行在内的三步流程。我们同时就关键的项目、风险和变革管理问题提供建议,否则这些问题会破坏最精确的财务计划。

IT 尤其棘手。IIT 系统通常需要花费比任何其他流程更长的时间来进行清理,并且可能会延伸至分拆完成之后。通过与 BCG Platinion合作,我们帮助预测、减轻和管理 IT 问题,包括时间线、业务要求、安全和隐私、历史数据和搁置成本。

Meet Our Carve-Out Consultants

Our carve-out consultants take a customized approach with clients to structure and run their operational carve-out.

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M&A, Transactions, and PMI Services

BCG has deep expertise in a multitude of industries, with comprehensive knowledge of all aspects of M&A activity and post-merger integration, to help you realize the full value of your transaction.

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