Reverse TSA: carve-out providing services back to the seller

The Challenge

What the buyer walked into.

After close, the buyer was carrying payroll, IT helpdesk, and benefits administration for the seller for nine months under a reverse TSA — a situation where the buyer becomes the provider. The reverse TSA had been signed without buyer-side review, so the buyer was under-recovering its own cost of providing the services and had no clean exit ramp.

The Approach

How the firm ran it.

The firm ran a six-week engagement to reprice and rescope. We costed the three services the buyer was actually providing, reset the charge to recover the true cost, narrowed scope to what the seller genuinely needed, and built an exit ramp so the buyer could stop providing on a defined date.

The Outcome

Where it landed.

Internal cost recovery improved across the reverse TSA term and the buyer gained a defined exit from its provider role, rather than carrying the seller's functions indefinitely at a loss.