Carve out software advisory that stands up a clean licensed estate on day one and exits the transition services agreement on time and on budget.
Our carve out software advisory gets a divested business onto its own licensed footing without paying twice and without a transition services agreement that overruns. A carve out splits an estate that was licensed as one company. Entitlements do not divide cleanly, shared agreements do not transfer, and the clock on the TSA is expensive. We map what transfers, what must be relicensed, and what is stranded, then we sequence the exit.
The core problem is that licenses were bought by the parent, not the unit. Volume agreements, enterprise metrics, and shared platforms were sized for the whole company. When the unit leaves, it often has no right to keep using that software, and the parent has no right to license it on the units behalf beyond the transition services agreement. We identify every entitlement in that position before day one, so there are no gaps in coverage and no surprise relicensing bills after the TSA ends.
Deal structure decides which clauses bite. A stock purchase, an asset purchase, a merger, and a carve out each trigger different consent, assignment, and repricing terms. Change of control and anti assignment clauses can require publisher consent, trigger termination, or reset pricing to standalone rates. We read the agreements against the actual structure so you know which licenses move, which need consent, and which must be replaced.
We work backwards from the TSA exit date. The transition services agreement is a meter running at the parent rates, so every week of overrun is cost. We build a separation plan that stands up the standalone estate on day one for everything business critical, then relicenses or replaces the rest before the TSA clock forces a rushed and expensive decision. We also recover stranded costs, the entitlements the parent keeps paying for but no longer uses after the unit leaves.
| Category | What it means | Action |
|---|---|---|
| Transfers with consent | License can assign with publisher sign off | Secure consent before close |
| Must be relicensed | No right to transfer to the new entity | Procure standalone before TSA exit |
| Covered by TSA | Parent provides under transition terms | Exit before the meter overruns |
| Stranded at parent | Capacity the parent no longer needs | Recover or right size the spend |
A carve out separates a business that was licensed as part of a larger company. The parent bought volume agreements, enterprise metrics, and shared platforms sized for the whole organisation, and the divested unit was simply a consumer of that capacity. When the unit leaves, the legal right to keep using that software often does not travel with it. Anti assignment clauses can block the transfer outright. Change of control clauses can require publisher consent or reset pricing to standalone rates that are far higher than the parent paid per user. The unit can find itself operating software it no longer has the right to run, with the meter running on a transition services agreement in the background.
This is why mapping has to come before day one, not after. We build a complete inventory of what the unit actually uses, match it against what can legally transfer, and identify the gap that must be relicensed or replaced. Doing this late forces emergency procurement at standalone list prices, which is the most expensive way to buy software that exists.
A transition services agreement feels like protection because the parent keeps the lights on after close. In reality it is a meter running at parent rates, and every week of overrun is cost the buyer absorbs. The whole separation plan should work backwards from the TSA exit date. We sequence the standalone estate so that everything business critical is licensed and operational on day one, then relicense or replace the remainder before the TSA clock forces a rushed and overpriced decision. The goal is to step off the parent meter on schedule, with no gap in coverage and no surprise bill.
Separation cuts both ways. When the unit takes its usage with it, the parent is often left paying for capacity it no longer needs. We identify that stranded spend and right size it, so the divestiture does not quietly inflate the parent run rate. For the buyer, the same discipline ensures the new standalone estate is sized to actual need rather than to the parent old footprint. We provide commercial and licensing advisory, not legal advice, and we recommend your own counsel for the interpretation of assignment, consent, and termination clauses.
See the method in our carve outs and TSA separation guide pillar, and how it plays out in practice: a standalone estate stood up in 60 days, relicensed without a TSA overrun, stranded license costs recovered. Or review the full range of services.
We map the estate and sequence the exit. Send us the deal and we respond within one business day.
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