Pre-signing is the highest leverage window in a TSA. Once you sign, the seller's pricing and scope become your contract. We audit the service catalog, benchmark the cost-plus methodology, and rewrite the exit clauses while you still have negotiating power.
Most TSAs are negotiated in the final two weeks before close, by deal teams whose primary metric is the headline price of the transaction. The TSA gets the leftover hours. That is exactly when an independent pressure test pays for itself many times over.
You have time to negotiate. Real changes are still possible. After signature, every change is an amendment and an extension fee event.
The seller has presented 120 to 200 line items. You suspect bundling, padded scope, or services the buyer does not need post-close.
Cost-plus with a 30 to 40 percent mark-up. Pass-through items that are not actually passed through. No benchmark to argue against.
Extension fee curve escalates to 150 percent. Service withdrawal rights protect the seller. The buyer's value creation plan and the TSA exit ramp are not aligned.
Your M&A counsel knows the SPA cold. They have not negotiated 50 TSAs. We sit alongside, on your side, with the TSA reps in our hands.
Every deliverable is a working document the buyer uses in the room. Not a deck for the steering committee. Specific line edits, specific counterproposals, specific numbers.
Line by line review of every service in the catalog. Need, scope, duration, replacement cost, and whether the buyer should reject, scope down, or accept.
Cost-plus mark-ups compared against industry benchmarks by service type. Pass-through validation. Where the seller is above market, by how much.
Extension fee curve analysis. Milestone trigger review. Service withdrawal rights. A specific rewrite of the exit ramp in language that favors the buyer.
SLA enforceability assessment. Credit calculations. Escalation paths. A real remedy structure the buyer can invoke after Day One.
Chair structure. Voting weights. Cadence. Dispute escalation. The committee design is where most TSAs are quietly lost. We design it for the buyer.
Side by side seller positions and buyer counterproposals. Walk away thresholds. Trade chips. The exact language to bring to the redline session.
Anonymized results from prior engagements. Full case studies available on request under NDA.
$9M annual TSA reduced to $6.4M through service catalog rationalization and cost-plus benchmark reset. Pre-signing, no amendments required.
Original extension fee curve escalated to 150 percent of base by month 6. Rewritten curve caps at 115 percent. Saved on a 24-month TSA.
Removed 62 redundant or bundled services. Renegotiated 12 line items down to cost. The buyer's TSA burn rate dropped on Day One.
Fixed-fee proposal in 48 hours. Senior team on day one. The first conversation is always free.