Mergers & Acquisitions

Fortune 500 Global eCommerce Company | Complex Carve Out

Liberty was proud to accept the M&A Atlas Awards – Deal of the Year for Large Mid Market for its work guiding a global eCommerce company through a complex divestiture.

Impact At A Glance

10%

Additional Synergy Savings Identified

Negotiated Favorable Terms and Fees

Across 27 different Finance & HR solution providers

Lead Post-close IT Strategy Projects

Including, data center migration, identity & access management, and Salesforce migration

Project Overview

Liberty’s M&A practice provided a broad spectrum of services including due diligence, separation, carve out and integration management to a global eCommerce client as they divested a business that was subsequently divided and sold off to multiple buyers.

The Business Problem

Multiple private equity buyers were targeting to acquire a $1B subsidiary of a Fortune 500 global eCommerce and B2B/B2C sales services provider. Given the highly complicated nature of the deal, including a carve-out of the subsidiary, carve-up of the company to several primary & secondary buyers, and an integration into an existing portfolio company, the buyers required assistance in executing a rapid IT due diligence, managing the pre-close IT separation planning, & executing the post-close integration activities.

The Outcome

Liberty conducted a comprehensive IT due diligence to identify risks, evaluate opportunities, and provide opinions on both customer-facing and back-office capabilities across the organization. Working closely with the private equity buyers, target company leads, and the IMO to plan and manage critical pre-close Day One readiness activities, our team was able to assist in delivering a successful carve out. A sample of services provided to the client include: cross-IT impact analysis, application & connectivity testing, commercial negotiations with vendors, legal day one cutover execution, and war room management.

Reduced Risk

Liberty’s guidance and active role as the IT Integration Lead helped to mitigate pre-close carve-out risk with the parent company, enabled a seamless separation of the subsidiary across the buyers, and established the standalone IT capabilities and framework for the new companies. Key achievements delivered:

5

Identifying key opportunities and risks across several IT domains, including: business applications, infrastructure, technology personnel resources, technology spending and IT management practices of the company

5

Managing critical pre-close separation application & access testing across all buyers

5

Successful Legal Day One technical cutover without major disruption to customers, vendors, or employees

5

Identifying 10% synergy opportunities within IT Tech Ops organization to be realized as part of the portfolio company integration

5

Negotiating favorable terms and fees across 27 different Finance & HR solution providers, including: SAP, Workday, ADP, Hewitt, Concur, etc.

5

Leading critical post-close IT strategy projects including: data center migration, identity & access management, and Salesforce migration

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