Divestitures are part of the M&A world, but they often do not get the attention that traditional mergers and acquisitions do. While divestitures can raise challenges (especially for HR), require exceptional portfolio management, and spark fear in some sellers, they also yield powerful results when carried out properly.
In fact, Forbes magazine cited a report by Bain and Company which examined 2,100 public companies; the study found that companies “focused on divestment outperform inactive companies by about 15% over a 10-year period.” The results were even more impressive when companies had robust M&A practices.
What is a Divestiture?
A divestiture takes place when a company sells an asset such as a service, piece of property, or product line. Divestitures allow companies to generate cash flow, eliminate a business segment (product line or subsidiary) that doesn’t fit their main objective, lower debt, and increase shareholder value.
Types of Business Divestitures
A range of transactions can fall under the divestiture category. The most common examples of divestitures include:
Spin-offs. With a spin-off, a company separates the part of the company to be sold (the subsidiary) and makes it its own unit - a completely new company; therefore, investors are given shares of the new company. Spin-offs tend to generate value for the shareholders, though they do not generate cash. Typically, spin-offs are a part of an organization’s larger strategic exit plan.
Split-offs. As the name implies, a split-off shares similarities to a spin-off because a new business entity (not controlled by the parent company) is once again created, but the key difference lies in the fact that the shareholders may decide to take shares in the new entity.
Carve-out. A carve-out occurs when the seller, or parent company, sells off a piece of the company that is not part of its main operations. This means shares are sold through an IPO (initial public offering), and a new set of shareholders is established. While the parent company and the subsidiary are two separate legal entities, unlike with a spin-off, the parent company of a carve-out will usually still take an interest in supporting the subsidiary. Carve-outs are considered the most complex type of divestiture.
Trade Sale. In a trade sale the seller turns over a piece of the business, the subsidiary, to another company. A trade sale is considered an easier divestiture by many practitioners (they tend to be quick and are the most popular type of divestiture), but the money made by the seller is subject to taxes which creates some additional financial legwork.
Liquidation of assets. A liquidation of assets often entails the selling of a company in pieces for the value of the assets. It is used more as an exit strategy from a particular business.
What to Consider Before You Divest
Divestitures can be just as complex as traditional mergers and acquisitions. The moment divesting is considered, company leaders need to clearly communicate their intentions with each other, as well as with Human Resources. The more ahead of the game sellers can get, the smoother the deal and the more control of the narrative they have with employees.
Are buyers interested in the asset or the capabilities being divested? Identifying potential buyers who can maximize the capabilities being divested will help drive the price. It should be noted, however, sellers should be weary of divesting to strong competitors if this divestment will hurt the remaining business products/services.
What gaps will a buyer of the asset need to fill? What things will the buyer need to have up and running on Day 1? Predicting the answers to these questions will help the sell-side prepare for divestiture and divestiture diligence.
What type of divestiture is best for the company’s strategy? For instance, carve-outs perform well when the parent company remains active and maintains a larger ownership percentage, while spin-offs are known for alleviating marketing and management issues as well as boasting tax benefits.
Timing, as with many things in business, is key. When companies keep assets that no longer serve them, the assets tend to lose value.
Have a clear objective. Before divesting, the seller must have a clear objective of what he/she is hoping to get out of the deal. First, which assets does the seller want to sell? Why? What are the capabilities related to these assets? This is often referred to as “baseline assessment” or “strategic planning.”
Determine the appropriate type of divestiture. As the strategic planning continues, and based on the review of the above data and the company’s objectives, the seller will next need to determine the appropriate type of divestiture (carve-out, spin-off, or a trade sale).
Begin working with HR. As soon as divestiture becomes a thought in the seller’s mind, HR needs to become involved. HR is critical to the success of divestitures and carve-outs for a variety of reasons (could link to one of the other blogs here), but mostly because the people involved in the deal are generally what makes the asset successful and valuable. Characteristically, this entails HR working with Corporate Development during the strategic and opportunity analysis phases. HR will also produce a living document of employees essential to the value of the asset being divested. This document is open to change as it usually begins broad in scope and narrows down until it needs to be set in stone at the time of the announcement. HR’s critical role continues throughout the life cycle of the deal, as seen below. Read also How to Move Employees during Divestitures & Carve-Outs
Work with buyers. Being a prepared seller not only helps a company maintain its integrity during divestiture, but also leads to more successful deals. Preparing for the sale involves including HR in early conversations to identify key employees and to begin gathering employee-related data and documents. Additionally, if the seller has ever been a buyer, it can turn questionnaires and surveys used in the past in the buyer role on themselves and predict what the potential buyers will ask. Moreover, as the seller cultivates relationships with buyers, it should keep track of all the questions the suitor buyers ask in a FAQ document.
Produce a letter of intent. When a buyer is identified, a letter of intent will be produced, which commences the actual performing of the divestiture.
Conduct divestiture due diligence - Just like in traditional mergers and acquisitions, information on the target must be gathered and analyzed. Again, being a prepared seller can make this intense process a bit easier.
Create a purchase agreement (PA). While due diligence is being conducted, the purchase agreement should be created. HR is responsible for reading over these agreements and adding input related to employees and their various benefits. The PA encompasses everything from the purchase price and payment details to reps, warranties, and closing conditions.
Close the deal
Additional Business Divestitures Strategies
Ring Fencing. Ring Fencing is a term used by HR practitioners that speaks to the need to retain employees key to the divestiture. As mentioned previously, HR wants to identify this group early on and continue to narrow it down. HR will communicate with the employees in the fence that they are ring fenced and cannot apply for other positions throughout the company. Ring fencing protects deal value and the seller’s reputation.
Client Communication. Communication with employees and stakeholders is key, but so is communicating with clients.
Early TSA Planning. TSAs or Transitional Service Agreements, allow deals to proceed even if the buyer is lacking some infrastructure to hit the ground running on Day 1. Again, here HR plays a vital role in communicating with the buyer and considering employee needs. HR will generally develop the TSA, which allows the seller to provide transitional services for about a year.
Divestments are on the rise, and the best strategy for managing a successful one is preparation. Preparation spans multiple functions across the sell-side and forces the seller to be clear with its overall strategy and communication.
The one function that spans multiple parts of the divestiture life cycle and gathers information from multiple functions of the parent company is Human Resources. Ultimately, to truly disrupt the market, divestitures must be grounded in sound strategic reasoning and nonpareil respect for the value employees bring to an asset.