We are delighted to have advised a global media client on the carve out of five non-core businesses
This global media plc launched a strategic review of part of its business during 2021. A decision was made to divest a number of non-core businesses in certain international markets across Europe, North America, Asia and Africa.
The businesses were highly integrated alongside other core businesses in each market, including shared enterprise and product platforms, branding and IP, contracts, facilities and central support services.
Our client needed help to prepare and execute multiple international divestments, including preparation of robust carve-out financials and operational separation.
An international Grant Thornton term led from the UK supported divestment planning for over 18 months in three key areas:
Operational separation – assessment of the non-core target operations and cost bases, development of ‘Separation Blueprints’ for bidders detailing proposals for how the businesses would be carved out and impact on costs, negotiation of transition and long term commercial arrangements, project management of preparation for deal Signing and Completion and post-Completion activity.
Financial preparation – development of carve-out financial statements (P&L, balance sheet and cash flows) aligned to the non-core target transaction perimeters, and discussions with bidders as part of the due diligence process.
Completion process – SPA (sale and purchase agreement) support including advice regarding completion mechanisms, enterprise to equity assessment including seller versus likely buyer positions and proposals, and accounting input into the SPA documents.
A core part of our role was to provide technical insight and experience, guidance and challenge in equal measure, and to ensure alignment across a large number of international market and central stakeholders.
Our extensive and hands on support over 20 months, including robust financial and operational planning, supported the successful divestiture activity, helping instil confidence with both strategic and PE bidders, and minimising transaction risks as far as possible. Four transactions successfully completed, covering five markets.