A divestiture is the sale, spin or separation of a business unit, division or subsidiary by a corporate parent. It is the seller-side view of the same transaction the buyer experiences as a carve-out. The structural source of nearly every TSA in the market.
The corporate parent calls the deal a divestiture because the framing is portfolio management. A noncore business is being sold to a buyer who values it more than the parent does, and the proceeds get returned to shareholders or redeployed into the core. The buyer calls the same deal a carve-out because the framing is operational. A business that does not own its own systems is being lifted out of a larger entity, and most of the work to come is about making it standalone.
The divestiture office inside a large corporate is the team that runs these transactions repeatedly. They sit in the corporate development organization, partner with finance, IT and HR, and act as the seller's program management spine across the sale process. Their incentives are different from the buyer's. They want a clean exit from the asset, a defensible TSA term, predictable cost recovery during the transition, and a low risk of disputes that drag finance and IT resources back into a business the parent has already moved past.
For the buyer, understanding the divestiture is half the battle. Knowing why the seller is selling. Knowing whether the unit was managed as a profit center or as an internal service. Knowing whether the IT estate was already on a separation path before signing or whether the carve-out is the first time anyone has tried to draw a boundary. The buyer-side TSA position is built on top of that read.
In sell side process letters and information memoranda, where the divestiture is positioned to potential buyers. In TSA term sheets, where the divestiture timetable drives the transition window. In separation management office charters, where divestiture program leads are named on the seller side. In post-close reporting to the parent's board, where divestiture proceeds, residual liabilities and TSA cost recovery are tracked. In stranded cost analysis, where the seller's view of recoverable cost differs sharply from the buyer's.
Carve-Out · Newco · Transition Services Agreement · Stranded Costs · Reverse TSA
Corporate divestiture offices know the seller-side TSA playbook better than most buyers. TSA Advisory closes that gap with buyer-side review, renegotiation and exit acceleration.