1. 1
The Wall Street Journal, “2015 Becomes the Biggest MA Year Ever,” December 3, 2015.
Creating Value on the Sell-side:
Three Additional Issues to Focus On
Last year was a record year for MA deal volume
announced worldwide.1
Equally noticeable were several
large divestitures. Some well-publicized examples
include eBay’s $46 billion spin of PayPal, HP’s $26
billion spin of Hewlett Packard Enterprise, and Alcoa’s
spin-off of its manufacturing business, scheduled
to take place later this year. Historically, MA
professionals have been inundated by studies claiming
that over 70 percent of all deals fail. In response, active
acquirers developed strong corporate development
teams with robust due diligence and internal buy-
side integration capabilities. Not surprisingly, the vast
majority of active acquirers turned MA into an
organizational core competency on the buy-side. But
what about divestiture, or sell-side, capabilities?
For a host of reasons, corporate America did not
develop its sell-side competencies to the same extent
and today finds itself at a serious disadvantage. One
reason is that most deal professionals are trained to
grow enterprises and not to dismantle them. As a
result, many MA executives have limited experience
enhancing value via a sale. However, divesting a
business can be part of a larger growth strategy and
can also be accretive. Companies should understand
that a sell-side strategy and skill set are important.
Selling a company is not simply the opposite of buying
a company and requires a specific expertise.
Enhancing the separation process
Successful separations minimize value leakage and
deliver a self-sufficient entity. When selling a business
unit or product line, there are many forms that value
leakage can take. A prolonged, disorganized process
without an adequate communications plan can result in
client, customer and employee defections. In addition,
a seller can be left with unfunded stranded costs
post-close or be the unfortunate party to prolonged
transition services agreements with burdensome
carrying costs. Separating assets and liabilities is a
complex process that requires detailed due diligence
and separation plans.
“On the buy-side, when you are closing a deal, the
buyer does not immediately need to fully integrate the
target,” says KPMG LLP’s, (KPMG) Paul Musselman.
“However, during a sell-side transaction, at the close,
the seller immediately needs to cleanly transfer all
operations and make sure there are no lingering
implications for the remaining divisions.” For example,
in the case of stranded costs, a company may be
faced with HR, IT or marketing costs associated
with the business or unit that was sold that do not
simply disappear with the sale. Without any revenue
to support these redundant costs, the profitability
of the remaining units may be impacted. Another
issue to consider arises in a spin-off situation. After
a spin-off, a division may have senior executives that
were well-qualified when part of a larger organization,
but not equipped to perform the same function in a
separate publicly traded company.
“Sell-side due diligence is a complex multistep
process,” says KPMG’s Bill Steciak. “However,
by including a focus on HR, strategy and global
separation issues, in addition to the basic financial
and tax issues, the separation results can be greatly
enhanced.”
Human resources: HR issues receive a large amount
of time when companies are in the process of
developing their acquisition and integration strategies.
However, HR issues are also a crucial component
of a successful separation. Even with spin-offs,
clear business benefits need to be communicated
thoroughly to employees, and their viewpoints and
MASpotlighton:Divestitures
June 2016
© 2016 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network
of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a
Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks or trademarks of KPMG
International. NDPPS 566515

2. Formoreinformation,pleasecontact:
Phil Isom
Global Head of MA
312-665-1911
pisom@kpmg.com
Paul Musselman
Managing Director,
Deal Advisory
408-367-4967
pmusselman@kpmg.com
Chad Seiler
Partner, Deal Advisory
Technology, Media
Telecommunications
Industry Leader
408-367-7603
cseiler@kpmg.com
Bill Steciak
Principal,
Deal Advisory
312-665-8975
wsteciak@kpmg.com
© 2016 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The
KPMG name and logo are registered trademarks or trademarks of KPMG International. NDPPS 566515
kpmg.com/socialmedia
reactions need to be acknowledged. In other words,
even if the separation makes complete sense from
a business and strategic point of view, a significant
portion of the company’s workforce may simply not
like the idea or be uncomfortable with their new
roles and the company’s new structure. Maintaining
key employees both during and after a separation
is an important priority. Companies planning a sale
or spin-off should devote an adequate amount of
time and resources to address these key issues,
including developing a detailed communication plan
that provides as much information as possible to
employees at all levels.
The pure-play model is becoming a preferred model
for many companies: “Currently, shareholders—
including activist investors—are rewarding pure-play
companies and encouraging companies to spin off
or otherwise divest major businesses with higher
profitability growth,” says KPMG’s Chad Seiler.
This business reality needs to be acknowledged.
Companies should proactively conduct a strategic
analysis to determine if a separation can result in
value creation. Ideally, this analysis would happen well
before there are any signs of financial distress or the
arrival of an activist. Even if the company ultimately
decides that a separation is not the ideal move, it will
have a clearer understanding of its business models
and be in a stronger position if an activist arrives on
the scene.
The World is flat: As globalization continues to become
a key component of corporate strategy, companies that
are contemplating a separation need to understand
how international business units will be affected during
and after a spin-off. More and more companies are
taking advantage of an international resource pool,
including suppliers, to increase profitability. Virtual
operations across the globe are the new normal.
Having international suppliers and customers that
require a limited or no physical presence may be a
beneficial model. But these global complexities are
often accompanied by complex legal entity structures
and IP chains which may lead to significant unforeseen
complications when a company is being separated.
In these situations, it is usually beneficial to develop
a functional team that understands each international
component and how it works together.
“In sales and spin-offs with international components,
the risk of losing value both during and after the sale
increases. Specific steps need to be taken to ensure
that all necessary international work streams are
understood and addressed,” says Musselman.
Conclusion
The need for buy-side expertise has been well-
established. Sell-side knowledge and experience is
less recognized but just as important. “Experienced
advisers are key to the process and can assist
companies in the achievement of their strategic MA
objectives across the transaction life cycle. While
they provide insight and advice related to portfolio
management and deal execution, senior management
can focus on driving growth and managing the core
business,” says KPMG’s Phil Isom.
In addition to the basic financial and tax issues,
companies thinking about separating their businesses
are advised to focus on complex issues in the HR,
strategy, and the international components of a
business. Keeping these issues in mind, in addition to
more commonly discussed issues surrounding value
leakage, should help maximize value and improve the
transaction process for sellers.