Value Creation
Is your VCP pressure-tested for the TSA?
TSA Advisory builds buyer-side TSA programs that fit inside the value creation plan and protect Year One delivery.
The Value Creation Plan is the buyer-side operating playbook that translates the deal thesis into a concrete program of initiatives, milestones and KPIs across the hold period. In a carve-out, the TSA exit is one of the first and most consequential workstreams inside the plan.
The Value Creation Plan, often shortened to VCP, gets drafted during diligence and refined in the first ninety days post-close. It usually has four or five horizontals: revenue acceleration, cost optimization, organization design, technology and systems, and add on M&A. For a carve-out portfolio company, the technology and systems horizontal is dominated by the TSA exit. The cost horizontal is shaped by stranded cost. The organization horizontal is shaped by which seller resources are being hired across and which are being replaced. The plan that ignores the TSA is the plan that fails to deliver in Year One.
The VCP is reviewed by the investment committee at the close meeting and reviewed again at quarterly portfolio company reviews. KPIs are tied to it. Bonus structures are tied to it. If the TSA exit slips by six months, the entire Year One narrative for the deal slips with it. Operating Partners build the VCP knowing that the TSA timeline is the single highest leverage point on Year One operating delivery.
A buyer-side TSA program is, in practice, the execution arm of the technology and cost sections of the VCP. The TSA exit ramp is a milestone series on the VCP timeline. The renegotiation memo updates the VCP cost line. The Day One readiness program protects the VCP from operational disruption in the first hundred days. The TSA exit playbook and the VCP are two views of the same value creation horizon.
In the closing memo from the deal team to the investment committee, where the VCP is presented as the operating contract for the hold period. In quarterly portfolio operations reviews, where VCP progress is tracked against original milestones. In CFO and CIO reporting to the board, where the VCP is the implicit scorecard. In bonus and equity plans for portfolio company management, where VCP outcomes drive payout. In TSA exit programs, where the VCP defines the cost, timeline and operational bar that the exit has to meet.
Operating Partner · Newco · Exit Ramp · Stranded Costs · Day One Readiness
TSA Advisory builds buyer-side TSA programs that fit inside the value creation plan and protect Year One delivery.