Context · Carve-out

We acquire non-core business units.

A business unit can be operationally sound and still no longer fit a corporate or financial sponsor's strategy. We acquire subsidiaries, divisions, brands and assets in carve-out situations — discreetly, structured, and with a clear closing perspective.

● TSA-discipline · As-is capable · Corporate and PE outreach

Last updated: 1 June 2026

A carve-out investor acquires non-core business units, subsidiaries or divisions from corporates, industrial holdings and private equity portfolios — with the TSA-discipline claim that the carved-out unit operates independently from closing. Tactical Management is the sector-agnostic carve-out investor for DACH corporates, mid-market holdings and financial sponsors in portfolio rationalisation. §613a BGB compliant separation, documented TSA architecture (typically 6 to 18 months of transitional services), KRITIS and NIS-2 compliance for critical infrastructure assets. Written initial assessment within 72 hours, indicative offer within a few business days, closing typically 8 to 14 weeks from indication. Related contexts: Spin-off, Divestiture, Special Situations.

Carve-outs are the most operationally demanding class of special situations. They combine operational questions (which functions are standalone?), legal questions (which contracts must be separated?), balance-sheet questions (which assets and liabilities transfer?) and commercial questions (which transitional services agreements remain?). We know the procedure. We accept the complexity.

TSA discipline: where carve-out value is created

Transitional Services Agreements (TSA) are the central value-determining negotiation in any carve-out. They define which services the seller continues to provide to the carved-out unit, for what period, on what terms — typically IT, finance, HR, logistics, procurement, sometimes sales in specific markets.

DACH carve-outs in 2026 are regularly mispriced in TSA terms. Corporate sellers calculate transitional services on a full-cost basis and price out risk. The experienced acquirer addresses this in two steps: TSA terms are negotiated on market basis; the subsequent standalone cost structure is built into the acquisition multiple, not discovered after closing.

Another discipline: the under-invested carve-out unit. Corporates often stop investing in a unit three to five years before sale. The result: current EBITDA looks weak; substance remains. The carve-out acquirer with long-term capital can carry the catch-up investments and create value exactly where standard bidders must pass.

Investment criteria

What we acquire

Separability

The unit must be contractually, operationally and financially separable from the corporate. We accept complexity — but not structural inseparability.

Operational substance

Own customers, own brand (or clearly licensable use), own product or service, own key personnel. Pure marketing- or sales-only units without independent value creation are not assessed.

Seller mandate

Corporate board or PE investor has internally mandated the sale. A seriously structured seller side is the precondition for a seriously structured acquisition process.

Transaction capability

What makes us transaction-capable as a carve-out acquirer

Where the transaction allows, we can acquire as-is, close without financing contingencies, accept reduced seller reps and assume contractually defined legacy liabilities (pension obligations, environmental liabilities, IT migration costs). For corporate and PE sellers this means a predictable closing profile and risk allocation in the contract rather than in downstream renegotiation.

Assumption of legacy liabilities and as-is acquisition serve operational development of the carved-out unit. We communicate transparently to the workforce from day one. Sites are not treated as negotiation material — they are part of the investment plan.

Process

From scoping to closing

Scoping call

Contact by corporate M&A, strategy or CFO function. NDA within 24 hours. Description of the unit to be separated.

Written initial assessment

72 hours. Indicative valuation range, structure proposal (share / asset / hybrid), TSA cornerstones.

Carve-out roadmap and indicative offer

Detailed separation roadmap with workstreams for IT, HR, finance, legal, operations. Indicative offer with clear risk allocation.

Due diligence and closing

Structured DD with corporate or PE data room. TSA negotiation in parallel. Closing typically 8–16 weeks from indication.

Day-one and integration

Operational takeover. TSA migration over 12–24 months. Build-out of standalone IT, finance, HR and procurement functions.

Frequently asked questions

FAQ

What is a carve-out investor?

A carve-out investor acquires non-core business units, subsidiaries or divisions that corporates, industrial holdings or private equity portfolios divest. The investor assumes the separation complexity, the TSA architecture and operational continuation of the carved-out unit as an independent platform.

How long does a typical carve-out take from initial contact to closing?

Carve-out closing typically 8 to 16 weeks from indicative offer, depending on separation complexity. Standalone IT, finance, HR build-out typically extends 12 to 24 months post-closing under TSA cover.

Which transaction structures does Tactical Management handle?

Share deals (the legal entity itself transfers), asset deals (selected assets and liabilities transfer; employee transition under §613a BGB), hybrid structures (typical in multi-country carve-outs with local subsidiaries) and joint-venture transitions where the seller retains a minority during a transition phase.

One action

Confidential carve-out conversation?

Written initial assessment within 72 hours. Indicative offer in a few business days.

Submit a carve-out →