Case: M&A Carve-out Due Diligence — separating a business unit from a corporation
Deal: a strategic buyer acquiring a business unit (enterprise SaaS, 400 employees) from a Global 2000 corporation. Carve-out complexity: shared ERP, shared data centres, shared IP, TSA negotiation.
AgentD22 Data solutions scope:
- Commercial DD: TAM/SAM/SOM, competitive positioning, customer concentration (top 10 = 62% of revenue), churn and NRR analysis
- Tech DD: architecture review, tech debt, security posture, scalability, IP ownership (patents, trademarks, open source compliance)
- Data DD: data lineage, GDPR compliance, data sharing agreements with the parent, data quality assessment
- TSA and transition planning: 18-month TSA scope, cost baseline, FTE mapping, separation milestones
- People DD: key person risk, retention plans, cultural assessment, employment law (TUPE/AC1)
Critical findings:
- Core IP (ML models for fraud detection) is registered to the parent corporation — a licence or assignment is required
- A shared PostgreSQL cluster with the parent — no logical separation, PII co-mingling (GDPR risk)
- 30% of the engineering team are contractors through a parent vendor agreement (transition not guaranteed)
- A single parent-owned data centre — no DR/BCP for standalone operations
- Customer contracts: 40% contain change-of-control clauses requiring consent
Outcome: the buyer received a full picture of separation costs (2M incremental capex, 18 months), renegotiated the purchase price (-8M) and secured an IP licence plus data centre access in the TSA. The deal closed on time.
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