Carve-out readiness check
In two to four weeks: definition of the perimeter by entities, sites, customers, products, employees and assets. Analysis of the interdependencies in IT, procurement, sales, finance, HR and contracts.
Carve-out & Separation
Carve-out: separate cleanly, stand alone quickly, hand over safely.
We support the separation of business units from groups, holding structures and family businesses, from the initial decision to independent operation. And if no suitable buyer can be found, we acquire the business ourselves, even with losses and an unresolved stand-alone set-up.
In short
A carve-out is the separation of a business unit, site or subsidiary from a company or group in order to sell it, run it independently or develop it further with a partner. Tactical supports carve-outs on the sell side from the decision to Day 1: readiness check, carve-out financials, separation, TSA and buyer process. If required, Tactical acquires the business itself, with its own capital and its own team for the stand-alone build-up.
Groups and corporate families are focusing on their core business. For the units they want to divest, there are often no buyers able to deal with losses, entanglements and an unresolved stand-alone set-up. The unit then stays in the portfolio for years, tying up management time and capital, or it is closed.
We offer a third way: a professional separation with a partner who does not shy away from complexity because it masters it. According to a KPMG survey from March 2026, 71 percent of private equity investors worldwide are reviewing or pursuing carve-outs. The market is there; preparation is what makes the difference.
Updated: September 2026 · Responsible: Dr. Raphael Nagel (LL.M.), Founding Partner
Typical situations
Typical carve-out situations.
- A site or division no longer fits the group strategy.
- A unit is loss-making and absorbs management capacity.
- The group needs capital or wants to relieve its balance sheet.
- Following an acquisition, non-strategic parts are to be sold again.
- A group business needs to be sold quickly and with minimal reputational damage in a crisis.
- A family business is separating business lines to simplify succession.
What we actually do
What we deliver in a carve-out.
Carve-out financials
P&L, balance sheet and cash flow of the unit as if it were stand-alone, with transparent adjustment of group allocations and transfer prices. Without these numbers there is no reliable purchase price.
Stand-alone costs and dis-synergies
What the unit costs without group functions, and which stranded costs remain with the rest of the group.
Separation blueprint
Target picture of the independent unit, covering organisation, processes, systems, legal structure and timetable to Day 1 and to the end of transitional services.
TSA and LTSA
Transitional service agreements for the transition period, typically 6 to 18 months, and long-term service agreements. With service descriptions, service levels, pricing and an exit plan.
Day 1 readiness
Bank accounts, payments, payroll, IT access, insurance, permits, customer and supplier communication from the very first day.
Buyer search and process management
Strategic buyers, financial investors or management. If Tactical itself bids, the process is run independently.
Tactical as buyer
Acquisition of the unit with our own capital, stand-alone build-up by our team, interim management during the transition.
IT separation
Separation of ERP, network, licences and data. Often the biggest driver of timelines, so planned from the start. See Digitalisation & AI.
Two perspectives, one partner
Sell side and buy side.
| Sell side (group, corporate family) | Buy side (Tactical as acquirer) | |
|---|---|---|
| Objective | Realise value, limit risks and costs for the remaining group, protect reputation | A viable, independent unit with a clear future |
| Our role | Readiness, separation, carve-out financials, buyer search, process management | Buyer, capital provider, stand-alone build-up, interim leadership |
| Outcome | Sale on reliable terms or handover to Tactical | Continuation with management and workforce |
Track record
Two carve-outs from our practice.
Special machinery business out of a DAX group: EUR 47m revenue, 290 employees, stand-alone within nine months, with no site lost.
Industrial services business out of a Swiss industrial group: CHF 32m of revenue preserved within twelve weeks, a non-core spin-off with a six-month TSA.
Process
Five phases to independence.
Weeks 1 to 4
Decision
Readiness check, perimeter and options: hold, restructure, sell or close.
Months 1 to 3
Preparation
Carve-out financials, stand-alone concept, separation blueprint, TSA catalogue.
Months 2 to 6
Transaction and Day 1
Buyer approach or direct negotiation with Tactical, signing, legal separation at closing.
6 to 18 months
Transition
TSA wind-down, own functions, stabilisation and repositioning.
More than advisory
We advise on the carve-out. And we can buy it ourselves.
Many carve-outs fail on the question of the buyer. We can buy ourselves, even with losses and an unresolved stand-alone set-up, with our own capital decision and a written assessment within 72 hours. For the seller, that means continuation instead of closure, orderly communication with the workforce and the public, and a buyer who builds the finance, procurement, IT and leadership of the new unit itself. This also applies under the StaRUG, in self-administration or out of the insolvency of a group company. More under Carve-out investor and For corporates.
FAQ
Frequently asked questions.
What is a carve-out?
A carve-out is the separation of part of a business, such as a division, a site or a subsidiary, from an existing company. The unit is then sold, run independently or developed further with a partner. Unlike the sale of a subsidiary that is already stand-alone, in a carve-out the unit first has to be extracted from shared structures.
What is a transitional service agreement (TSA)?
A TSA is a contract under which the seller continues to provide services to the separated unit for a transitional period, for example IT, payroll, accounting, procurement or logistics. Six to 18 months is typical. A good TSA sets out scope, service levels, pricing, extension options and the exit plan.
How long does a carve-out take?
For mid-sized units, it often takes four to nine months from decision to closing. The operational separation, including the wind-down of transitional services, frequently takes another 6 to 18 months. The biggest driver of timelines is usually IT, followed by contracts held at group level.
What happens to employees in a carve-out?
If the unit is transferred as a business or part of a business, employment relationships pass to the acquirer with all rights and obligations under § 613a of the German Civil Code (BGB), comparable to TUPE in the UK. Employees must be informed in advance in text form and can object within one month. If a company is sold as a whole, employment relationships continue in any case. The works council must be involved early.
Which structure makes sense: asset deal, share deal or demerger?
In an asset deal, the acquirer buys individual assets, contracts and employees. This is flexible but requires every contract to be transferred. In a share deal, the unit is first hived down into a separate company or demerged under the German Transformation Act (Umwandlungsgesetz), and the shares are then sold. The choice depends on tax, approvals, contracts, liability and timetable and is made together with legal and tax advisers.
Does Tactical also take over loss-making group businesses?
Yes, if the unit has operational substance and there is a realistic path to positive results. Loss-making carve-outs are our core field, because we deliver the turnaround and the stand-alone build-up ourselves. For the seller, an acquisition by Tactical is often better economically and reputationally than a closure with a social plan.
How does Tactical avoid conflicts of interest when it both advises and bids?
As soon as Tactical comes into consideration as a bidder, we disclose this and separate the roles. Process management is then taken over by an independent party, and the seller can approach other buyers at any time.
Related services
One thing usually leads to another.
Confidential first call
Let us talk before your options narrow.
Three lines are enough. The founding partner replies personally, confidentially and with a concrete assessment.