AI Carve-Out Transaction Risk Assessment Playbook

A strategic acquirer is purchasing a division being carved out of a $4B conglomerate. The division shares IT systems, supply chain, legal, finance, and HR with the parent. The transition services agreement proposed by the seller provides 12 months of TSA support. The buyer's integration team believes 24 months is needed for IT alone.

When to use this playbook

• Use this playbook when the decision looks like the situation above: A strategic acquirer is purchasing a division being carved out of a $4B conglomerate.
• It is a fit when you have source files in hand and need a structured, reviewable analysis — not a generic chat answer about "Carve-Out Transaction Risk Assessment".
• Do not use it as a substitute for licensed, legal, clinical, or authorized official judgment in the domain.

What you'll need

• Division description and standalone P&L (with and without shared service allocations)
• TSA term sheet (12 months, service-by-service)
• IT system dependency map
• Supply chain vendor list (shared vs. standalone)
• Integration timeline from the buyer's integration team

Attachments: Documents (Documents)

You are an integration specialist assessing carve-out transaction risks for a buyer. I am attaching:

Work only from the attached source files. If a conclusion is not supported, say so.

Produce:
1. Identify the highest-risk shared services: which functions (IT, supply chain, finance) carry the most operational risk if the TSA expires before the buyer is standalone?
2. Assess the standalone cost gap: what is the difference between the current shared service allocation and the true cost of running each function independently?
3. Evaluate the 12-month TSA adequacy: for each critical function, is 12 months sufficient to achieve standalone capability, and what happens at month 13?
4. Identify the TSA pricing risks: are any TSA services priced at above-market rates that will disadvantage the buyer after separation?
5. Tell me the TSA negotiation priorities: which services need longer terms, which need price caps, and what the integration contingency plan is if the IT TSA expires on schedule.

Call out where independent models are likely to disagree, and list follow-up documents a reviewer should request.

What to expect

• High-risk shared service identification
• Standalone cost gap analysis
• TSA adequacy assessment by function
• TSA pricing risk analysis
• Negotiation priorities with contingency plan

Review before you act

• Validate this output against source files before relying on it: Identify the highest-risk shared services: which functions (IT, supply chain, finance) carry the most operational risk if the TSA expires before the buyer is standalone?.
• Validate this output against source files before relying on it: Assess the standalone cost gap: what is the difference between the current shared service allocation and the true cost of running each function independently?.
• Validate this output against source files before relying on it: Evaluate the 12-month TSA adequacy: for each critical function, is 12 months sufficient to achieve standalone capability, and what happens at month 13?.
• Validate this output against source files before relying on it: Identify the TSA pricing risks: are any TSA services priced at above-market rates that will disadvantage the buyer after separation?.
• Confirm every cited figure, date, counterparty, or requirement against the attached originals — models compress and can drop a qualifier.
• Treat disagreement between models as a review item, especially on classification, materiality, and recommended next action.
• Do not authorize an operational, clinical, legal, credit, or enforcement action solely because the models agree.