When sourcing a carve-out proactively, the seller may not be fully committed. State Street recommends the seller commission a sell-side Quality of Earnings (QofE) report. Their willingness to invest in this serves as a strong signal of their seriousness and provides a more accurate financial baseline, reducing the risk of surprises during diligence.
Related Insights
Act as a strategic partner, not a vendor, by analyzing a prospect's annual reports, 10Ks, and shareholder letters. Use this research to inform them about strategic risks or business issues they haven't considered, immediately differentiating you from competitors who just ask basic discovery questions.
A compressed diligence process relies heavily on projections. A superior approach is building a relationship over 1-2 years, which allows an investor to witness the company's actual execution against its stated goals, providing far greater conviction than any financial model.
To truly understand a prospect's decision-making process, ask for more than you expect to get, such as requesting to be part of their internal evaluation meeting. Even a "no" often prompts them to reveal more about their process, criteria, and stakeholders than a standard discovery question would.
To avoid stalled deals, continuously test the prospect's engagement. If a stakeholder consistently fails to meet small commitments—like providing requested information on time—it is a strong indicator that the deal is not a priority for them and is at high risk of stalling.
A major hidden cost in carve-outs is vendor contract renegotiation, as change-of-control clauses can trigger price hikes. State Street mitigates this by stating in its LOI that the valuation assumes all third-party contracts remain at or near historical costs. This forces the issue early and protects the buyer's valuation model.
Instead of an immediate post-close review, conduct retrospectives 6-12 months later. The true quality of due diligence and strategic fit can only be assessed after operating the business for a period. This delay provides deeper insights into what was missed or correctly identified, leading to more meaningful process improvements.
State Street's Keith Crawford identifies three primary reasons to walk away from a carve-out. First is an uncertain perimeter—not knowing exactly what assets you're buying. Second is ambiguity around which employees are in scope. Third is discovering you cannot perform the core service on day one due to a missed dependency.
A process where the deal team hands off a signed transaction to a separate integration team is flawed. State Street integrates business and integration experts into the deal team from the start. This ensures diligence is informed by integration realities, timelines are realistic, and synergy assumptions in the deal model are achievable.
When reviewing a shared business case, look for red ink—comments, changes, and edits from the buying team. This signifies ownership and conviction. A document with zero changes indicates shallow discovery and a lack of internal buy-in, making it a powerful negative signal for the deal's health.
Experienced acquirers use templates for carve-outs, but it's a misconception they are fully scalable. Keith Crawford of State Street cautions that the final 20%—a company's unique operational setup and internal processes—requires custom analysis to avoid relying on past assumptions and missing deal-specific risks.