TSA Pre-Signing Review
Quantify the logistics exposure before signing.
Fixed-fee proposal in 48 hours. Senior team on day one. The first conversation is always free.
A logistics and transportation carve-out TSA carries DOT operating authority, electronic logging device data, transportation and warehouse systems, customs records, and a dispatch operation that never stops. The work sits inside the broader carve-out advisory framework with logistics overlays that change the cutover sequence, the data perimeter, and the exit ramp. A Newco that loses dispatch visibility for a single shift is a Newco that explains a thousand missed deliveries to customers and a fleet sitting idle in yards across the country.
A trucking Newco needs FMCSA operating authority, a US DOT number, an MC number for interstate operations, IFTA registration in the base state, IRP apportioned plates across operating jurisdictions, and Unified Carrier Registration. Each registration carries a process, a fee schedule, and a lead time. A Newco that begins operations without active authority faces an out of service order from a state inspector at the first roadside check.
The transfer can run three ways. The Newco can apply for fresh authority and run a thirty day vetting period before active status. The Newco can buy an authority through an asset purchase. Or the Newco can use a transition services arrangement where the seller's authority covers operations until the Newco's authority is active. Each option has compliance implications. The seller cannot simply lend authority without a documented lease or interchange agreement.
Air carrier certificates under FAA Part 121 or Part 135, ocean carrier registrations under the Federal Maritime Commission, and rail operating rights through the Surface Transportation Board each carry their own transfer process. Cross border operations between the US, Canada, and Mexico carry their own authority overlays. The pattern overlaps with the broader cross-border TSA considerations playbook.
Every commercial motor vehicle in the fleet runs an electronic logging device that captures Hours of Service data under 49 CFR Part 395. Driver Vehicle Inspection Reports, fuel records, and trip records all flow through the ELD provider. Omnitracs, Samsara, Geotab, Motive, Trimble, and proprietary platforms each carry account hierarchies, driver assignments, vehicle assignments, and historical records. The Newco needs uninterrupted ELD coverage from Day One because a missed log entry is a violation that prints on the CSA score.
Driver Qualification Files under Part 391, drug and alcohol testing records under Part 382, and the Clearinghouse query history all carry across with the driver. Every driver assigned to the Newco needs a complete file from Day One. A driver who shows up without a DQ file is a driver the Newco cannot dispatch. The seller's DQ file inventory has to transfer, with documented chain of custody and acknowledgement from the driver.
CSA scores, SMS data, and the carrier safety profile carry across with the operating authority. A Newco that inherits a deteriorated safety profile inherits the insurance posture that goes with it. The plan should also reference the broader Day One regulatory filings playbook.
The transportation management system, the warehouse management system, the yard management system, the parcel manifesting platform, and the freight audit and pay platform sit at the centre of every operating day. Oracle Transportation Management, BlueYonder, MercuryGate, Manhattan Active, Korber, Manhattan SCALE, Infor, and bespoke platforms each carry routing rules, customer profiles, rate tables, accessorial logic, and integration to ERP. The Newco needs continuous operation from Day One.
EDI exchange with shippers, consignees, brokers, and carriers carries hundreds of trading partner relationships. 204, 214, 990, 210, 820, and 850 transactions all run on a schedule shippers expect. A break in EDI for even a few hours triggers detention, chargebacks, and customer service calls. The TSA service line for EDI continuity has to specify uptime, change control, and the cutover date by trading partner.
Pricing engines, rate negotiation history, and customer contracts carry across with the customer relationship. A Newco that loses pricing history is a Newco that cannot defend an invoice in the next dispute. The pattern overlaps with the broader TSA exit data migration strategy playbook.
A Newco moving goods internationally inherits a customs profile, an importer of record number, a CBP ACE portal account, C-TPAT membership status, Authorised Economic Operator status in Europe, and a bonded warehouse permit where relevant. Importer Security Filings, entry summaries, and Section 321 filings all sit inside the regulatory perimeter. A Newco that loses C-TPAT status loses the Tier benefits at the border and faces inspection rates that grind cross-border lanes to a halt.
Customs broker relationships, freight forwarder agreements, and bonded carrier arrangements all carry counterparty consents. Some assign with consent. Some require fresh power of attorney and the Newco's account setup in the broker's system. Cross border lanes between the US, Canada, and Mexico under USMCA need fresh certificate of origin templates with the Newco as exporter or importer.
Five years of import and export records have to remain accessible under the same retention standards the seller maintained. A CBP audit during the post-close window requires the Newco to produce historical entries that may sit in the seller's archive. The TSA service line for records access has to specify retention, search, and delivery service levels.
A Newco moving hazardous materials operates under 49 CFR Parts 171 to 180 for road, IATA Dangerous Goods Regulations for air, and IMDG for ocean. Hazmat employee training, Safety Data Sheet management, placarding and labelling protocols, shipping paper retention, and the security plan all transfer with the function. A failed hazmat training cycle is a finding the Newco may face on Day One.
Hazmat Safety Permits under FMCSA, Special Permits for unusual configurations, and chemical security plans under DHS CFATS all carry change of ownership processes. Each filing, certificate, and approval has to reflect the Newco. A Newco that ships hazmat under expired authority faces civil penalties that compound by occurrence.
Insurance posture for hazmat operations runs higher than general freight. Excess liability layers, pollution coverage, and cargo coverage all need fresh binding in the Newco's name. The plan should also reference the broader carve-out insurance policies playbook.
A clean logistics TSA exit closes four records. The Newco holds active operating authority across every jurisdiction it serves. The fleet runs ELDs in the Newco's account hierarchy with clean DQ files. The TMS, WMS, and EDI flows operate in the Newco's environment with documented cutovers by trading partner. Customs profile, broker relationships, and bonded permits all reflect the Newco as importer of record.
Open items, typically a small set of pending CSA interventions, in flight customs entries, and freight bill audit disputes, sit under a short post-close services agreement with a hard end date. The seller's cooperation on legacy items is documented. A DOT compliance review or a CBP audit during the post-close window deserves a coordinated response on both sides.
Specialist support across the logistics and transportation carve-out is part of the TSA Pre-Signing Review service when the buyer wants the regulatory exposure and cutover budget quantified before signing. The work coordinates with the Newco's chief operating officer, the safety lead, the CIO, and the seller's compliance and operations teams.
Plant level cutovers, supplier consents, and the manufacturing TSA exit.
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Seven buyer-side moves to exit a Transition Services Agreement on time and below budget. The mark-up, the extension-fee curve, exit sequencing, and the 11-month calendar.
A representative $200M-revenue manufacturing carve-out runs a Transition Services Agreement across nine functions while three plants keep shipping. The moves below cut the exit from an 18-month drift to an 11-month managed exit and remove $3.0M of mark-up and stranded cost — without stopping a single production line.
One tactic, one benchmark, or one pattern from a recent buyer-side engagement. Short. Signal heavy. Free.
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