Mergers and Acquisitions – Post-Close Value Creation
Global Supply Chain & Logistics | Carveout & Post-Close TSAs
Enabling Seamless Operational Independence for a Global Logistics Provider Post-Acquisition
Impact At A Glance
$2B Carveout, +3,500 End Users
Carveout of many employees and roughly $400M in IT Spend that had to be established from the ground up
3 Month Early Exit to TSA
The initial TSA was designed to last 12 months, with the separation occurring within 9 months.
40% of IT staff running the divestiture may receive job offers from ParentCo at completion
The IT staff all went with SpinCo, but there was a list of individuals that ParentCo had to make offers to near the completion of the TSA
Project Overview
Following its acquisition by a private equity firm, a global logistics and supply chain company needed to rapidly separate from its former parent company’s infrastructure and establish independent operations. This included the full carveout and transition of all IT systems, enterprise applications, communication tools, and business-critical contracts. The timeline was aggressive, with zero tolerance for business disruption in a high-velocity logistics environment.
The Business Problem
TSA management in both directions of ParentCo and SpinCo
The key challenge during this initiative was not only the TSA components of standing up a new IT infrastructure but also that there was a Reverse TSA where the spin company provided.
TSA Key challenges included:
- Standing up an entirely new IT infrastructure from the ground up (750+ servers to standup and migrate)
- Migrating email and communication platforms without downtime for over 2,500 mailboxes and customer service reps and pilots working 24/7.
- Building a greenfield SD-WAN to support NewCo
- Transferring and renegotiating third-party contracts to avoid compliance or service continuity risks.
- Executing secure and efficient data and application migration (60+ applications in use that IT managed)
Reverse TSA Key challenges included:
- Ensuring reverse TSA resources were allocating their time accordingly based on the agreement in the TSA.
Strategic Enablement Through Seamless Carveout Execution
The successful separation of a business unit demands meticulous planning, decisive leadership, and flawless execution. Liberty Advisor Group was the pivotal strategic and technical integrator, orchestrating the end-to-end carveout process for your global logistics enterprise. Our approach was designed around three core tenets: accelerated speed to value, uncompromising security, and inherent scalability, recognizing the critical need for immediate operational independence and a future-proof technology foundation.
Our comprehensive solution encompassed a multi-faceted transformation of the technology landscape:
- Future-Forward IT Infrastructure: We architected and deployed a cloud-first infrastructure, a strategic imperative to ensure agility, resilience, and cost-effectiveness for the newly independent entity (“NewCo”) across its global footprint. This modern foundation provides the necessary elasticity to adapt to evolving business demands.
- Optimized Network Performance: Recognizing the criticality of seamless connectivity, we implemented and migrated NewCo to a new Software-Defined Wide Area Network (SD-WAN). This strategic network overhaul was essential to accommodate new traffic patterns and optimize performance for cloud-based infrastructure and applications, ensuring consistent and reliable access for all locations.
- Uninterrupted Communication and Collaboration: Over 2,500 mailboxes were migrated to a new, secure email domain and platform (such as Microsoft 365 or Google Workspace) with zero data loss and no operational downtime. This seamless transition was paramount to maintaining uninterrupted communication and collaboration capabilities from day one.
- Modern and Secure End-User Computing: Addressing the challenge of aging endpoint devices, we concurrently deployed over 400 new laptops utilizing a standardized golden image managed by Intune. This initiative modernized the end-user experience and significantly enhanced security posture and streamlined device management.
- Business-Critical Application Continuity: The migration of core enterprise applications, including two ERP systems, four Transportation Management Systems (TMS), the Human Resources Information System (HRIS), and critical Finance systems, was executed meticulously to ensure minimal disruption to ongoing business operations. This focus on continuity was paramount to maintaining revenue generation and operational efficiency.
- Strategic Contract Optimization: Our team conducted a comprehensive audit of over 80 existing contracts, expertly navigated assignment agreements, and led strategic vendor negotiations. This proactive approach secured favorable terms and cost efficiencies for the newly formed organization under its new ownership structure.
- Centralized Program Governance: We established a robust Program Management Office (PMO) to provide centralized oversight, ensure seamless coordination across all workstreams, proactively mitigate potential risks, and deliver clear and concise executive reporting to SellCo’s ownership, the SpinCo executive leadership, and the Steering Committee.
- Interim Technology Leadership: Recognizing the need for immediate technology leadership, Liberty Advisor Group provided interim CTO/CIO services (as detailed in the accompanying case study led by Trent [insert link]). This ensured strategic technology direction and decision-making during a critical transition period.
Tangible Outcomes and Strategic Impact
Our unwavering focus on delivering measurable value resulted in significant positive outcomes for the carveout:
- Accelerated Time-to-Independence: Fully operational IT and business systems were established within the aggressive target timelines, enabling the logistics company to function autonomously immediately following the transaction close, minimizing any potential lag in business operations.
- Unwavering Operational Continuity: The flawless execution of email and critical application migrations with zero service disruption ensured business continuity within a mission-critical logistics environment, safeguarding revenue streams and customer service levels.
- Enhanced Financial Performance: Strategic contract renegotiations delivered tangible cost savings and improved vendor terms, directly contributing to the new entity’s financial performance.
- Mitigated Transition Risks: Our comprehensive approach ensured full compliance and robust security throughout the transition, underpinned by proactive change management and clear communication strategies, minimizing potential disruptions and security vulnerabilities.
- Platform for Future Growth: Implementing a modern cloud infrastructure and a scalable SD-WAN strategically positions the logistics company for future growth, enhanced agility, and the seamless adoption of digital innovations under its new private equity ownership.
Conclusion
Enabling Future Success Through Expert Carveout Execution
Liberty Advisor Group successfully navigated a highly complex carveout, effectively transforming potential IT roadblocks into strategic enablers for the global logistics company. Our ability to combine strategic foresight, decisive leadership, deep technical expertise, and an unwavering commitment to client success allowed us to not only recover from previously challenged IT projects but also to deliver a seamless transition to a new cloud tenant, a secure M365 environment, a modern Teams-based telephony system, and the successful recruitment of a permanent CIO. Completing the project three months ahead of schedule and under budget underscores our commitment to efficiency and value creation, ultimately setting a robust foundation for the global logistics providers future growth and sustained operational excellence.
About Liberty Advisor Group
Liberty Advisor Group is a goal-oriented, client-focused business and technology consulting firm based in Chicago. Since its inception in 2008, the firm has been committed to helping clients solve their most complex business issues, delivering tangible results that drive growth and reduce risk. Year after year, Liberty has been recognized for its people, culture, and hard work. Contact us here.
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