Unlock Value by Selling a Piece of Your Business

About the Episode

If your business has multiple divisions or product lines, selling a piece of it — without selling everything — could unlock serious value. This episode breaks down exactly how carve-out transactions work, what makes them complex, and how to prepare before a buyer ever shows up. Walk away knowing what separates a smooth deal from an expensive mess.

If the buyer finds out that the numbers aren’t what they thought they were, you’ll feel it on the back end. You need to get ahead of these things to make sure that you control the narrative, the story, and the business that you’re selling.

Matthew Gases

What You’ll Learn

• Upfront preparation determines your success: Sellers who clearly isolate their financials, contracts, and employees before going to market retain control of the narrative and protect their final purchase price. Waiting for a buyer to identify these operational gaps leads to steep price reductions during due diligence.
• The transition services agreement is critical: This legal document binds the seller to provide ongoing back-office support such as accounting and payroll post-closing. Poorly negotiated terms will expose you to prolonged liabilities and distract you from your core remaining business.
• Standalone financial statements are non-negotiable: Corporate buyers need to see exactly how the specific division performs on its own rather than reviewing consolidated company financials. If you do not construct these pro forma statements yourself, the buyer will build them and use the data to slash your valuation.
• Move the target assets into a new subsidiary: Moving your division into a clean legal entity ahead of time removes structural complexity and accelerates the buyer’s due diligence process. However, this strategy can trigger contract assignment clauses early, so you must audit your vendor agreements first.
• Have the right people review representations and warranties: Relying on headquarters executives who do not manage the division’s day-to-day operations creates substantial legal risk. You must involve managers who intimately understand the actual liabilities, claims, and contracts of the asset being sold.

Topics Covered 

Want More? Related Resources:

• M&A Reps & Warranties | A Complete Guide
• M&A Due Diligence Preparation
• Adjusting Financial Statements: A Complete Guide

Meet Our Guest

Matthew Gases

M&A Partner at BakerHostetler

Matthew Gases is a nationally recognized corporate attorney who advises public and private companies, private equity firms and their portfolio companies, and founders on a broad range of corporate and transactional matters. He provides practical, commercially minded guidance on mergers and acquisitions, joint ventures, strategic investments, corporate governance and compliance, and commercial contracts across a range of industries in the middle market. Matt is a pragmatic, deal-driven lawyer who is deeply hands-on in both strategy and execution, often driving complex issues to resolution under tight timelines for his clients’ benefit.

LinkedIn: https://www.linkedin.com/in/matthewgases/