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M&A execution - Transition service agreements

Plan and run the TSAs that let a buyer stand up its organisation, and exit each one on time.

A transition service agreement lets the buyer shape its organisation before it can take over the parts of the business it has bought. It sets how long, and how far, the seller provides each service.

Being able to switch each service off once the buyer’s own organisation is ready matters to both sides. These agreements carry many risks, and we have supported their design many times, on both sides of the table.

What we cover - The work

Led by a senior practitioner from the first conversation to the last decision.

  • Which services need a TSA. A separation map by function, deciding which services move on Day 1 and which need a transition period.
  • The service schedules. Scope, cost, duration and exit conditions for each service, grounded in how the business actually runs. Your counsel papers the agreement.
  • Standing up the new organisation. The plan for the buyer’s own capability in each function: people, systems and suppliers.
  • Exiting each service. An exit plan for every service, with the dependencies between them, run to its termination date.

How we deliver it - Run on atlanticma.ai

Project type in atlanticma.ai: Divestiture, sell-side or buy-side. A Divestiture project in atlanticma.ai, set up for whichever side we are working for. When the deal closes, the buyer’s integration continues in the same project.

In atlanticma.ai

The agreement becomes the exit plan, instead of being retyped into one.

  • TSA import. Upload the agreement, signed or in draft. The services, costs and exit dates are read out of it, and grouped into workstreams by function.
  • TSA Tracker. Every service in scope, with its cost, its exit date and its own exit clock, tracked service by service.
  • Exit work plans. An exit plan for each workstream, and an integration plan for the capability that replaces each service.
  • Virtual Walk the Walls. The dependencies between services, on one board. Pull on one service and see what else slips, before Day 90 shows that the ERP exit blocks the payroll exit.

Agents and practitioners, together

  1. Agent: Reads the agreement and lists every service, cost and exit date.

    Practitioner reviews

    Practitioner: Checks the schedules against how the business really runs.

  2. Agent: Drafts an exit plan for each workstream and maps the dependencies.

    Practitioner reviews

    Practitioner: Sets the exit sequence with both sides.

  3. Agent: Tracks every exit clock and flags services drifting toward a late exit.

    Practitioner reviews

    Practitioner: Decides how to recover each one, or whether to extend it.

Related case studies

Carve-out and four business unit split

Divestiture · A cyber security software company

In 2020 a global technology group sold its cyber security software business to a private equity buyer. The buyer split the company into four business units while changing ERP, and then faced severe delays exiting TSAs during Covid-19.

Read more

Consumer brands carve-out and integration

Divestiture and Integration · Two snack brands from a global consumer goods company

In 2013 a global consumer goods company decided to sell two snack brands and their manufacturing assets.

Read more

More M&A execution

Integration strategy

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Decide what the deal is for, and how far each part of the business should integrate to deliver it.

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Integration planning

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A roadmap and a 100-day plan both leadership teams own, so the business keeps running while the integration moves.

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Post-deal execution

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An integration, programme or transition office that keeps the priorities on track and gets decisions made.

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Cultural transformation

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Understand how both organisations behave, and design the joint behaviours that get the most value from the deal.

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Have a deal in mind?

Tell us about the transaction and the timetable. A partner will come back to you, not a sales team.

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Where to find us

Atlantic M&A Partners

  • Boston, MA
  • London, UK
  • Rijswijk, Netherlands
  • Bonn, Germany