The Guide
The buyer's role inverts. The instincts have to.
Free. No marketing follow on. Read it before the seller's deal team frames the reverse TSA as a small attachment to the SPA.
Sometimes the buyer is asked to provide services back to the seller. The carved out business held the systems, the data, or the people. The role inverts. The buyer's pricing, scope, exit, and governance posture all have to invert with it. This guide is the buyer-side reference for that unusual side of the table.
A reverse TSA looks like a TSA from the seller's perspective, except the buyer is wearing the seller's shoes. The terms that protect a TSA seller are the terms a reverse TSA buyer has to fight against, because that buyer is now the provider. The instincts flip.
The four common situations: the seller divested the wrong half, contracts sit with the carved out entity, regulatory licenses transferred with the business, or critical talent moved across.
How to think about cost-plus when the buyer is calculating its own cost. The mark-up the buyer should defend, and the pass-through items the seller will push back on.
Writing scope tight enough to avoid open ended commitments while protecting the buyer from claims that the catalog was incomplete.
The buyer's incentive is to stop providing. The seller's incentive is to extend. The exit ramp, written for a provider who wants out, not a recipient who wants stability.
Committee design when the buyer holds the keys. Voting weights, escalation paths, and the dispute mechanic that protects the provider from a recipient who weaponizes SLAs.
Stranded costs the buyer never anticipated. Scope creep on services that were free in the parent. The seller who never leaves because the cost of staying is below market.
"The only guide that takes a reverse TSA seriously as a buyer problem. We were two months in before realizing every standard TSA instinct was wrong."
Operating Partner, mid-market sponsor
Free. No marketing follow on. Read it before the seller's deal team frames the reverse TSA as a small attachment to the SPA.