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Home Podcast An Introduction to Corporate Carve-Outs

An Introduction to Corporate Carve-Outs

An Introduction to Corporate Carve-Outs

Eric Jones

Divestitures | Corporate Carve-Outs

Full of complexity and challenging to implement, the corporate carve-out form of divestiture is gaining interest in the M&A world. Eric Jones is an expert in carve-out deals, and he shares insights on what hurdles to watch for and how to prepare for a carve-out transaction. Eric discusses what a carve-out is, what makes them tricky, how they unlock shareholder value, the legal and operational issues, the importance of the transaction services agreement, and the role of diligence in making this type of M&A deal successful.

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Guest Profile

Eric Jones is a partner and member of Honigman LLP’s corporate and private equity groups based in Detroit and Birmingham, Michigan. He represents private equity funds, their portfolio companies, and other businesses in acquisitions, minority and joint venture investments, and sale transactions. Eric has been involved in closing more than 200 transactions ranging in value from hundreds of thousands of dollars to over $1 billion, encompassing a wide range of industries, including healthcare, manufacturing, industrial, automotive, services, retail, and information technology.

Eric provides wide-ranging legal advice for private equity portfolio companies and other businesses, advising them on day-to-day general corporate matters. Working closely with attorneys in the tax, litigation, intellectual property, real estate, finance, and healthcare groups, Eric also facilitates transactions and matters involving these practice areas.

Topics Covered

  • What is a corporate carve-out? [1:51]
  • What challenges are presented in a corporate carve-out vs. the sale of an entire company? [4:40]
  • What are the two most significant representations that are key to providing protections in a carve-out deal? [7:00]
  • What is private equity’s perspective on acquiring a business unit vs. divesting a company? [9:40]
  • How does a divestiture unlock shareholder value? [11:05]
  • How are corporate carve-outs structured from a financial standpoint? [12:22]
  • How can a private equity firm create value in corporate carve-out deals? [14:49]
  • What is a transition services agreement (TSA), and how is it used in a carve-out? [16:11]
  • What are the advantages of a carve-out for a buyer? [18:14]
  • How common are corporate carve-outs? [21:32]
  • What issues are the most difficult to negotiate in a carve-out deal? [29:45]
  • What are the challenges that come up in diligence for a carve-out? [31:35]
  • How far in advance should a seller prepare for selling their company? [40:51]

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Resources Mentioned

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