TSA Renegotiation
Keep procurement spend on contract from day one.
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TSA procurement catalog rebuild recreates the punchout catalogs, contract pricing, and approval rules that guide everyday buying inside Newco's own purchasing system. It is a financial control problem more than an IT one, because a missing catalog pushes spend off contract and out of sight, which is why it belongs in TSA financial operations. The catalog is where negotiated savings are protected or lost.
A procurement catalog looks like a shopping list inside the purchasing system, but it is really a financial control. It tells an employee what they are allowed to buy, from which supplier, at the negotiated price, and it routes that purchase through the right approval. When the catalog works, spend flows to contracted suppliers at agreed prices and the savings the procurement team fought for actually land. When it does not, buying scatters, and the negotiated rates exist only on paper.
In a carve-out the catalog lives in the seller's purchasing platform and is built on the seller's contracts. The new entity does not inherit it. On Day One, unless the catalog has been rebuilt, an employee who needs to order a laptop, office supplies, or a service has nowhere controlled to do it. The natural response is to buy outside the system, and that is exactly the maverick spend a portfolio company under new ownership is trying to eliminate.
So the buyer treats the rebuild as protecting a control rather than copying data. The goal is that on the first day under Newco, the catalog reflects the contracts the new entity actually holds, guides employees to the right suppliers at the right prices, and keeps the approval discipline intact. Get that right and procurement stays controlled through the transition instead of leaking the moment the seller's system goes away.
The most important thing to understand about the seller's catalog is that its prices are not the new entity's prices. Catalog pricing comes from the contracts the seller negotiated, often using the scale of the whole parent organization. When the business is carved out, it loses access to those parent contracts unless they are specifically assigned, and the prices in the inherited catalog become prices Newco is not entitled to pay. Copying the catalog wholesale would quote employees rates that no longer exist.
So the rebuild starts from the contracts that actually apply to the new entity. For suppliers where Newco has its own agreement or has negotiated new terms, the catalog reflects those prices. For suppliers covered only by the seller's contract, the buyer either arranges a new agreement or removes the supplier from the catalog until one exists. This connects directly to the broader contract transfer work, including the closely related supplier onboarding that the new entity has to complete before a supplier can be bought from at all.
This is also a moment to rationalize. A seller's catalog accumulates suppliers, items, and duplicate entries over years, and a faithful copy carries all of that complexity into the new entity. The buyer reviews the catalog against the contracts and the spend that actually matters, keeps the suppliers and items the business uses, and drops the long tail. A focused catalog built on real Newco pricing is more useful than a sprawling clone of the seller's, and it is the place where the new owner's procurement savings are first made real.
A catalog is rarely just a static list. Much of it runs through punchout connections, where the employee clicks out to a supplier's own website, shops at contracted prices, and brings the cart back into the purchasing system for approval. Those punchout connections are configured to the seller's accounts and credentials, and every one of them has to be re-established for Newco against the new entity's supplier accounts. A broken punchout means an employee cannot reach the supplier's site, and the controlled buying path closes.
The approval workflow is the other half of the control. A catalog purchase routes for approval based on amount, category, and the buyer's place in the organization, and that routing logic lives in the purchasing system tied to the seller's structure. The buyer rebuilds the approval rules around Newco's own hierarchy and spend thresholds, so a requisition still goes to the right approver and nothing slips through unapproved. An approval chain that points at people who left with the seller is a chain that does not work.
Behind both sits the supplier master and the link to accounts payable. The suppliers in the catalog must exist in Newco's supplier master with correct bank and tax details, and the purchase order has to flow through to invoice matching so the buy, the receipt, and the invoice reconcile. The buyer rebuilds these connections as one chain, because a catalog that creates orders nobody can pay against is not finished. The downstream payables side of this is covered in the work on accounts payable separation.
The cost of a missing or broken catalog is not abstract. When employees cannot buy on catalog, they buy off it, through free text requisitions, personal cards, or direct contact with suppliers. Each of those purchases bypasses the negotiated price, escapes the approval control, and lands as spend the procurement team cannot see until the invoices arrive. A few weeks of off catalog buying across a business of any size adds up to real money and a control gap that is hard to close once habits form.
There is a compounding effect too. Once employees learn that the catalog does not have what they need, or quotes prices they cannot get, they stop trusting it and route around it even after it is fixed. The new entity then spends months rebuilding the habit of buying on catalog, fighting the maverick spend it created by launching with a catalog that was not ready. The cheaper path is to have the catalog working on Day One so the controlled route is always the easy route.
This is why the catalog rebuild is sequenced as a financial control deliverable, not a late IT task. The procurement separation, the supplier contracts, and the catalog all have to land together, which is the kind of coordination the TSA renegotiation work brings to the commercial side of the move. Spend control protected from the first day is worth far more than a catalog that arrives a month after the business started buying around it.
A catalog is proven by a real test purchase, not by confirming items loaded. The buyer walks the full path before Day One: an employee finds an item in the catalog, sees the correct Newco price, raises a requisition, watches it route to the right approver, and confirms a purchase order issues to the supplier. Running this for a punchout supplier and a hosted catalog item, across a couple of categories, surfaces a broken connection or a wrong price while there is still time to fix it.
The hard cases deserve deliberate testing. A high value purchase that needs senior approval, a category with special handling, and a supplier reached by punchout each exercise different parts of the configuration. Testing only a simple low value item gives false confidence, because the errors hide in the approval routing and the punchout credentials. The buyer builds the test set to cover the buying patterns the business actually uses.
Procurement catalog rebuild rewards the buyer that sees it as protecting a control. Building the catalog on Newco's own contracts, rebuilding the punchouts and approvals, linking it cleanly to payables, and proving the whole path with real test purchases keeps spend on contract from the first day. Skip it and the new entity spends its early months chasing the off catalog buying it could have prevented, undoing the savings the catalog was meant to lock in.
A procurement catalog is the structured list of approved goods and services, with negotiated prices, that employees buy from inside the purchasing system. In a carve-out it lives in the seller's platform and reflects the seller's contracts. Newco needs its own catalog, built on its own contract pricing, before guided buying works.
No. The prices in the seller's catalog come from the seller's contracts, which the new entity may not inherit. Copying the catalog would show employees prices the new entity is not entitled to. The catalog has to be rebuilt on the contracts and pricing that actually apply to Newco.
Buying goes off catalog. Employees raise free text requisitions or buy outside the system, which loses the negotiated pricing, weakens spend control, and creates maverick spend the new entity is trying to avoid. A working catalog on day one is what keeps procurement controlled from the start.
Punchout connections to supplier sites, the approval workflow that routes requisitions, the feed to accounts payable for invoice matching, and supplier master data. The catalog is only useful when the buying process around it works, so these are rebuilt and tested together.
Getting suppliers set up in Newco so the catalog has something to point at.
Read the article →The wider procurement exit the catalog rebuild sits inside.
Read the article →Separating the procurement platform that hosts the catalog itself.
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