TSA Pre-Signing Review
A buyer side TSA review. Before the deal closes.
Fixed-fee proposal in 48 hours. Senior team on day one. The first conversation is always free.
A tech or SaaS carve out TSA looks lighter than an industrial deal on the surface. The reality is the carve out has to unwind shared code bases, shared infrastructure, shared customer tenants, and shared identity at the same time. The work runs inside the broader carve out advisory framework with a software specific overlay that drives the engineering schedule, the customer communication plan, and the customer churn risk.
The first artifact in a tech carve out is the engineering inventory. Repositories. Microservices. Shared libraries. Internal packages. Build pipelines. Deployment manifests. Each repository is classified as Newco scoped, seller scoped, or shared. Shared repositories are the hardest. They contain code that supports both businesses and they often hold years of history that does not split cleanly.
Three patterns appear. Fork the repository so each side gets a complete copy and continues independently. Split the repository so each side gets only the code that is theirs and history is preserved through filter operations. Extract a shared library that both sides license from a defined owner. The decision depends on engineering volume, ongoing dependency, and the intellectual property allocation in the purchase agreement.
Internal packages have to re publish under Newco namespaces. Private npm registries, private PyPI repositories, private Maven repositories, and private Go module proxies all migrate to Newco controlled hosts. Continuous integration and continuous deployment pipelines re configure their package sources. The migration runs invisible to most engineers until the seller turns off the original registry, at which point any unmigrated build fails.
Intellectual property licensing reflects the engineering reality. The purchase agreement assigns specific repositories and grants specific licenses. The TSA defines the continued use of seller assets during the runway and the cutoff date. The buyer side legal team and the engineering team work the inventory together. A weak agreement here creates licensing exposure that surfaces at the worst possible moment.
Many SaaS carve outs involve a product that runs in a multi tenant architecture. Newco customers and seller customers share a database, a compute cluster, and an application instance. Separation requires either moving Newco customers into a Newco only deployment, moving seller customers into a seller only deployment, or maintaining the shared deployment under a data segregation arrangement. Each pattern carries trade offs.
Customer data has to land in the new tenant cleanly. The data slice covers transactional data, configuration, integrations, custom objects, custom fields, and the history that customers expect to retain. The migration validates row counts, foreign key integrity, and feature parity before the new tenant goes live. Silent data loss is the failure mode that produces churn six months after the migration ships.
Tenant identifiers, customer URLs, and API endpoints change during the cut. The communication plan covers the URL transition, the API endpoint migration, the SDK update, and the integration partner notification. Where customers run thousands of integrations against the product, the cutover schedule has to account for partner readiness, not just product readiness. The work pairs with the carve out data separation framework.
Single sign on and identity provider integration on the customer side has to update too. Customer administrators reconfigure their identity providers against the new tenant. The Newco team provides clear documentation, technical support, and a migration window that accommodates customer change management cycles. The discipline avoids the churn spike that follows a silent identity break.
Production infrastructure separates from the seller account structure. AWS, Azure, or GCP accounts move or rebuild under the Newco organization. The work runs through the cloud separation playbook with software specific overlays. Container registries, secret stores, image build pipelines, observability platforms, and feature flag services all rebuild under Newco control.
Identity providers, role based access control, and service account hierarchies rebuild from a clean canvas. Okta, Azure Entra ID, Google Workspace, and the engineering identity systems all reissue access under Newco. The discipline removes seller employees from Newco systems on the move date. Service to service authentication updates to Newco issued tokens, signed by Newco controlled certificate authorities.
Security certifications carry weight with enterprise customers. SOC 2 Type II reports, ISO 27001 certifications, FedRAMP authorizations, PCI DSS assessments, and HIPAA business associate agreements all reissue under the Newco entity. Each certification has its own audit cycle and its own continuity rules. The Newco security and compliance team builds the certification calendar from the deal close date and works backward into the activities that have to happen before each renewal.
Penetration testing, vulnerability scanning, and bug bounty programs reissue under Newco. The Newco team confirms scope, tooling, and remediation processes with the new vendors. Existing security exposures that the seller had identified but not remediated transfer to Newco for resolution. The triage informs the first 90 days of security investment.
Customer contracts assign or re paper at close. Enterprise customers with master agreements, data processing agreements, and security addendums all require legal review. Many customer contracts contain change of control clauses that allow the customer to terminate or renegotiate. The carve out team builds the customer disposition matrix before close and prepares retention conversations for the highest risk accounts.
Customer communication starts before close and runs through the first 90 days after Day One. Renewals due in the first six months get priority attention. Customer success managers rehearse the narrative, the timeline, and the support commitments. The Newco team prepares to absorb a churn spike that is structural to every carve out, then works the retention list to limit it.
Partner ecosystems present a parallel risk. Integration partners, marketplace listings, reseller agreements, and OEM relationships all reissue or re paper. The Newco team builds a partner outreach plan that protects revenue flow and avoids accidental displacement of existing partners. Marketplace listings on Salesforce AppExchange, AWS Marketplace, Microsoft AppSource, or Atlassian Marketplace all migrate to Newco listings with continuity for existing subscriptions.
Payment processing, subscription management, billing integration, and revenue recognition all rebase under Newco. Stripe, Zuora, Recurly, Chargebee, or the homegrown billing stack each have a specific migration approach. The discipline pairs with the banking and treasury separation framework.
Tech and SaaS TSAs are negotiated under engineering complexity that the buyer rarely has time to fully assess before signing. The buyer side review brings a tech specific TSA checklist into pre signing diligence. Shared repository inventory. Multi tenant architecture feasibility. Customer contract change of control exposure. Security certification continuity. Marketplace and partner ecosystem dependencies. Each item gets a buyer side estimate of cost, time, and risk.
Extension fees in tech TSAs default to seller favorable curves because engineering programs often run longer than the buyer plans. The buyer side review rewrites the extension language to reflect a realistic engineering runway. Service catalog pricing reflects the actual engineering cost, not a percentage of seller engineering overhead. The work pairs with the pre signing leverage playbook.
Talent retention is a parallel risk to the engineering separation. Key engineers on the Newco side may have outside options. The carve out structure includes retention packages, equity grants, and clear engineering leadership. The retention plan is built before the deal closes, not after the first resignation. The TSA cannot substitute for retained engineering capacity.
Tech and SaaS carve out TSA reviews and exit programs are delivered under a Fixed Fee + Portfolio Retainer engagement model through TSA pre signing review and the Day One readiness program. The tech overlay raises the engineering complexity. The discipline is the same.
HIPAA boundaries, EHR separation, and payer credentialing for a healthcare Newco.
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Fixed-fee proposal in 48 hours. Senior team on day one. The first conversation is always free.
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 $80M-revenue SaaS carve-out runs a Transition Services Agreement across eight functions while the release train keeps shipping. The moves below cut the exit from a 16-month drift to a 10-month managed exit and remove $1.9M of mark-up and stranded cost — without pausing a single sprint.
One tactic, one benchmark, or one pattern from a recent buyer-side engagement. Short. Signal heavy. Free.
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