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A carve-out is the separation of a business from its parent — legally, operationally and financially — so it can be sold, listed or stood up as a standalone, usually with transition services for a period after closing.
A divestiture names the intent (sell the unit). A carve-out names the engineering: new legal entities, employment transfers, IT clones, brand licences, insurance, tax registrations, and a standalone financial history that did not exist in the parent’s segments.
Buyers underwrite carve-out EBITDA, not the segment footnote. Stranded costs, one-time separation capex, and TSA fees are first-order value items.
Legal perimeter; financial carve-out audit or quality; IT and data; supply agreements with the parent; working capital that will exist on day one; pension splits; TSA.
Illustration only.
Parent IT cost allocated to the unit: €2.1m. Day-one standalone IT: €3.4m. TSA: €1.6m for 18 months then drop. Seller teaser EBITDA used the €2.1m allocation. Buyer model uses €3.4m. At 8x, that €1.3m gap is €10.4m of enterprise value. The carve-out model is the price.
Speed vs cleanliness: a “dirty” carve-out with a fat TSA can close faster and transfer more execution risk to the buyer (discount). A clean carve-out costs time and separation cash (often the seller’s).
Corporate disposals; PE purchases of divisions; some spin-offs (carve-out then distribute).
Customers contracted with the parent may not follow. Shared plants cannot be split with a spreadsheet. Historical revenue recognition on intra-group sales can be fiction.
Dazur requires a carve-out tag and a stranded-cost map before matching buyers. Without it, financial buyers and strategics are pricing different firms.