TSA Exit Acceleration
Keep the network running through the separation.
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TSA fleet and logistics separation moves vehicles, leases, fuel cards, carrier contracts, and the transportation management system into Newco before the seller cuts access. It is the most physical workstream in a carve-out, and a missed credential stops a delivery the same day, which is why it belongs inside the operational scope of carve-out advisory. The work is part contract novation, part credential transfer, and part live cutover, and the live part is what keeps freight on the road.
Fleet and logistics look like the easy part of a carve-out. There is no ERP module to rebuild and no general ledger to cut over, just trucks, vans, and the carriers that move product. So the buyer pushes the workstream down the list and assumes a few reassignments will sort it out. That assumption is wrong. Behind the physical assets sits a dense layer of contracts and credentials, almost all of them under the seller's name, and each one is a single point of failure for physical delivery.
Consider what actually has to work for one shipment to leave a dock. A vehicle that is leased and insured. A fuel card that still authorizes at the pump. A telematics feed that tells dispatch where the truck is. A carrier account that lets Newco tender a load. A transportation management system that prices and routes it. A payment route that pays the carrier so the next load is accepted. Pull any single thread and the freight stops. The seller controls most of those threads on Day One.
The right framing is that fleet and logistics separation is a live operational cutover with a hard physical deadline. A finance system can limp for a week on a workaround. A delivery cannot. The buyer treats this workstream with the same rigor as any system cutover, with a full inventory of assets, contracts, and credentials, a target state for each, and a switch moment that does not strand a single load. The cost of getting it wrong is measured in missed deliveries and customers who notice immediately.
The first job is a clean inventory of every vehicle the carved-out business runs, and how each one is held. Some are owned outright and move with a title transfer. Most sit under a leasing company's master agreement that is held by the seller, with credit terms, mileage bands, and residual value guarantees tied to the parent. The buyer has to identify, vehicle by vehicle, what is owned, what is leased, and what is grey fleet driven by employees on a mileage allowance, because each category separates by a different mechanism.
Leased vehicles are the hard case. The leasing company underwrote the deal against the seller's covenant, so the lease does not simply follow the asset to Newco. The buyer chooses, for each vehicle, whether to novate the lease to the new entity, buy it out, or hand it back and replace it. That choice is a credit and finance exercise, because a newly carved-out company often has a thinner balance sheet than the parent, and the leasing company will reprice accordingly. The buyer runs these terms before the seller's master agreement ends so there is no day with vehicles on the road under no valid lease.
Around the vehicles sit the services that keep them legal and running. Insurance moves from the seller's fleet policy to Newco's own cover, and the gap cannot be allowed to open for a single day. Maintenance contracts, tyre programs, breakdown cover, and the telematics service all need their own agreements. Fuel cards, covered next, deserve special care. The buyer builds one register that lists every vehicle alongside its lease status, insurance, maintenance, telematics, and fuel arrangement, then drives each line to a confirmed Newco state.
Beyond the owned fleet sits the outbound logistics network, and for many businesses that network carries more volume than the trucks do. Common carriers, less than truckload providers, parcel accounts, and third-party logistics partners all move product under contracts and rate agreements held by the seller. Those rates were negotiated on the parent's combined volume, which means Newco loses the volume leverage the moment it separates. The buyer maps every active carrier and 3PL relationship, confirms whether the contract transfers or has to be replaced, and opens Newco's own accounts before the seller's contracts lapse.
Warehousing and distribution carry the same pattern. Shared distribution centers, bonded warehouses, and outsourced fulfillment sites may run under the seller's leases and operating agreements, with Newco's inventory commingled inside them. The buyer decides which sites Newco keeps, which it exits, and how shared space is split, then sets the new commercial terms. Where a site is shared during a transition, the arrangement belongs in the TSA service catalog with a clear scope, a price, and an exit ramp, not left as an informal handshake that drifts past the deadline.
The transportation management system ties the network together, and it needs its own migration. The TMS holds carrier rate tables, routing and consolidation rules, shipment history, and the integrations to carriers and the ERP. In a carve-out the seller owns the instance, so Newco needs its own system or a replacement, loaded with its own rates and reconnected to its own carriers. This is a live system cutover with the same discipline the buyer brings to an EDI trading partner cutover, because the TMS and the EDI links to carriers fail together if either is missed.
The fastest way to strand a delivery is a credential nobody checked. Fuel cards are the classic example. They run on the seller's fleet card program, billed to the seller's account, and on the day that account is closed the cards decline at the pump and drivers cannot refuel. The buyer issues Newco's own fuel cards, tests them in the field, and confirms the changeover date with the provider so there is no gap between the old cards dying and the new ones working. The same logic applies to toll transponders, weighbridge accounts, and depot access passes.
Carrier payment routes are the next trap. A carrier keeps moving freight only while it is being paid, and if the payment account or the credit line moved with the seller, the carrier can put Newco on hold within a billing cycle. The buyer confirms that each carrier has Newco as a billed party, with a working account and agreed credit terms, before the first load tenders under the new entity. A held carrier account does not announce itself in advance. It surfaces as a refused booking on a day when product needs to ship.
Regulatory and customs credentials round out the list, and they bite hardest in cross-border operations. Operator licenses, motor carrier authority, hazardous goods permits, customs broker arrangements, and importer of record registrations are held in the seller's name and do not transfer automatically. Newco needs its own registrations live before it moves regulated freight or clears goods at a border. The buyer inventories every license and permit, confirms the lead time to obtain each one, and starts the slow ones early, because a customs registration that takes weeks cannot be rushed in the final days before the deadline.
The cutover is the moment the network switches from the seller's contracts and credentials to Newco's, and it has to be sequenced rather than flipped all at once. Some elements, such as a new fuel card program or a replacement carrier account, can go live ahead of the deadline and run in parallel. Others, such as the final TMS switch, happen on a planned date. The buyer builds a runbook that lists each item, its owner, the moment it goes live, and the fallback if it slips, so dispatch always knows which system and which account is live for the next load.
Proving it works means running real freight through the new setup before the seller's access ends, not assuming it will hold. The buyer tenders a live load on a Newco carrier account, refuels a vehicle on a Newco fuel card, clears a test shipment under Newco's customs registration, and confirms the TMS prices and tracks it from end to end. Walking an actual shipment through the full path is what surfaces a broken carrier integration or a declined card while there is still time to fix it, rather than on the first morning under new ownership.
Sequencing this workstream against everything else in the separation is where it pays to have a single owner driving the dependencies. Fleet and logistics touch finance, procurement, and IT, and the order of operations matters when a carrier account depends on a banking setup that depends on a legal entity being live. The TSA Exit Acceleration service sequences these moving parts so the physical network comes up in the right order, and the related supplier onboarding cutover work makes sure each carrier and 3PL is set up as a payable vendor in time for the first invoice.
Because it looks operational rather than systems heavy, so the buyer assumes trucks and carriers can be reassigned quickly. The reality is a web of vehicle leases, fuel cards, telematics contracts, carrier accounts, and a transportation management system, all under the seller's name. Each one needs its own transfer or replacement, and a missed fuel card or a frozen carrier account stops physical delivery the same day.
Rarely without work. Most fleet leases sit under the seller's master agreement, with credit terms and residual value guarantees tied to the parent. The buyer has to decide which vehicles to novate, which to buy out, and which to replace, then negotiate the new terms with the leasing company before the seller's agreement ends. This is a finance and credit exercise, not a paperwork formality.
A carrier or third-party logistics provider stopping service because the contract or the payment account moved with the seller. If Newco cannot tender a load, book a carrier, or clear customs on Day One, shipments sit and customers feel it immediately. The buyer confirms every carrier relationship and payment route works under Newco before the seller's access is cut.
Yes. The TMS holds carrier rates, routing rules, shipment history, and the integrations to carriers and the ERP. In a carve-out the seller runs it, so Newco needs its own instance or a replacement, configured with its own rates and connections, before it can plan and tender shipments. It is treated as a live system cutover, not a back office data copy.
Setting up carriers and 3PLs as payable vendors so the first invoice clears.
Read the article →The carrier and partner data feeds that fail alongside the transportation system.
Read the article →The depot and site access side of keeping a physical operation running on day one.
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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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