TSA Pre-Signing Review
Lock the terms before the seller sells.
Fixed-fee review in 48 hours. Senior team on day one. The first conversation is always free.
A seller acquired TSA is the situation buyers rarely plan for: the company providing your transition services is itself bought partway through the term. The new owner inherits a contract it did not write and may not want to honor on the original terms. Treating that event as a live risk, not a paperwork formality, is part of any sound TSA exit strategy.
When you signed the TSA, you assessed one counterparty: the seller, its systems, its people, and its incentive to support you through Day One. An acquisition of that seller resets every one of those assumptions. The entity now standing behind your service catalog is a different company, with a different value creation plan and no memory of the negotiation that produced your terms.
The acquirer bought the seller for its own reasons, and servicing your TSA is almost never among them. To the new owner your agreement is a low margin obligation attached to a business it is trying to integrate. Wherever your needs compete with its integration plan, you lose unless the contract forces a different outcome.
The practical risk is degradation. Service levels slip as the acquirer reassigns staff, consolidates data centers, or migrates the seller onto its own platforms. None of that is aimed at you, but all of it lands on you, because the people and systems running your services are being rearranged around a transaction you were not part of.
The first defense is written before any of this happens, in the TSA itself. A buyer-side TSA should name a change of control of the seller as an event that triggers protections, not one that quietly transfers your contract to whoever shows up. The clause should require notice, affirm that service levels and pricing survive the sale, and give you rights if they do not.
Assignment is the core issue. The seller will want the freedom to assign the TSA to an acquirer without your consent. You want the opposite: a say in who provides your services and on what terms. A workable middle ground requires the acquirer to assume the agreement in full, in writing, and confirms that your exit ramp, extension fee curve, and service credits all carry over unchanged.
Tie protections to performance. If service levels drop below the agreed thresholds after a change of control, you should hold a termination right for the affected workstreams and the ability to stand up replacements at the seller's cost. Pricing should be locked, so the acquirer cannot reprice the catalog to reflect its own cost base. These terms cost nothing at signing and become decisive the day the seller is sold.
Most TSA services run on people, not just systems, and people are the first thing an acquisition disrupts. The analysts who close your books, the engineers who run your inherited applications, and the service managers who know your environment may be reassigned, made redundant, or simply walk. Knowledge that lived in their heads leaves with them.
Map your dependency on named functions early. You will not get the seller to guarantee specific individuals, but you can require that documented runbooks, current as of an agreed date, exist for every service you consume. When the team changes, the runbook is what stands between you and an outage. Pressure-test those runbooks before you need them, not during the first failed month end.
Watch governance continuity too. The seller side of your governance committee may be replaced by acquirer staff who have never seen your TSA. Insist that the incoming owner staff the committee with people who hold real authority over the service teams, and that the meeting cadence and escalation path survive the transition. A governance forum that resets to zero is worse than none, because it costs you time you do not have.
An acquisition of the seller is disruptive, but it is also an opening. The new owner wants a clean integration and a tidy obligations list. A live TSA with a counterparty who has rights is friction it would rather remove. That gives you leverage you did not have the week before, if you are ready to use it.
Come to the table with specifics. Know which services you can exit early, which you need extended, and what each is worth. An acquirer keen to shut down the seller's legacy estate may pay you, in service credits or transition support, to accelerate off its systems. A buyer who knows its own migration plan can convert the seller's sale into a faster, cheaper exit.
Keep the engagement model clean. Whatever you renegotiate, hold the line on transparent cost-plus pricing with a defined mark-up and auditable pass-through costs. The acquirer may propose a new bundled rate that buries the detail. Decline it. The moment you lose visibility into what you are paying for is the moment the TSA stops working in your favor, new owner or old.
The strongest position is not to need the seller at all. When the seller is acquired, every service you have already migrated off is a risk you no longer carry. That argues for treating the acquisition, or even its rumor, as a reason to compress your exit timeline rather than wait and see how the new owner behaves.
Reprioritize the workstreams most exposed to the acquirer's integration. Anything running on systems the new owner plans to retire should jump the queue, because the clock on those is now the acquirer's clock, not your original term. Shift program resources toward standing up your own infrastructure for those services first, even if it reorders the plan you built at signing.
Above all, keep deciding from data. Track migration status, service performance, and the acquirer's stated integration milestones in one place, and run a standing go or no go on accelerating each workstream. A buyer who pulls its exit forward on its own terms turns the seller's sale into a non event. A buyer who waits becomes a passenger in someone else's integration. Our TSA Pre-Signing Review sets the change of control terms that make that choice yours.
It is the provision that governs what happens to the TSA if the seller is sold. A buyer-side version requires the seller to give notice, makes the acquirer assume the agreement in full, and confirms that pricing, service levels, the exit ramp, and service credits survive the sale unchanged. Without it, your contract can transfer to a new owner who feels no obligation to honor the original terms.
That depends on what you negotiated. Sellers push for free assignment to any acquirer. Buyers should require consent or, at minimum, a written assumption of the full agreement by the acquirer before the assignment takes effect. If the existing TSA already allows free assignment, the time to address it is now, through a side agreement, not after the seller is sold.
Usually yes, at least for the services most exposed to the acquirer's integration plans. Anything running on systems the new owner intends to retire should move to the front of your migration queue. Every workstream you exit before the integration lands is a continuity risk removed. Keep a standing go or no go review on each service so the decision stays driven by data.
Only to the extent your contract requires it. If your TSA ties service levels and service credits to the agreement regardless of ownership, the acquirer inherits those obligations. If it does not, you are relying on goodwill from a company that has none toward your deal. This is why the protections belong in the document at signing.
Managing transition services when one sponsor sells a portfolio company to another.
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