Phoenix was engaged to assist a portfolio company of a PE fund structure a transitional services agreement with an acquisition target.
Phoenix’s client is a private equity-sponsored manufacturer of pre-cast concrete products for the building construction industry. The Company has one primary location serving the Mid-Atlantic with an annual revenue of $30 million.
The Company (buyer) had an immediate opportunity to purchase a similar-sized division (target) of a publicly traded Parent (seller). This division had been owned by the Parent for more than 20 years and was no longer fit the Parent’s strategic focus. The Seller’s adviser established a very aggressive deadline set and the Company had no experienced resources available to support the project. The target was tightly integrated within the well-established parent, both organizationally and systemically. The buyer’s infrastructure was not ready to take on a similar-sized division from a more mature and formalized parent. Given the very tight timeframe (approximately 6 weeks to close), the only approach was to create a Transition Services Agreement (TSA) for the parent to continue supporting the division while the buyer could complete the work to fully integrate the division into the Company. Even with this tactical approach, identifying, organizing, contracting, planning and executing a TSA would be a difficult task with no experienced resources and an aggressive timeline.
Phoenix was selected to provide a transition services leader to augment the Company’s staff and take the lead role in establishing a TSA to support the transaction. The TSA leader immediately provided direction and leadership to begin assessing the TSA work, transition tasks, and the inventory of services provided by the Parent to the target. The Phoenix TSA leader structured a TSA framework and established a transition plan for all major tasks. Phoenix began facilitating transition meetings with staff of the buyer and the target to establish relationships and assign transition teams. Phoenix also worked with the buyer to begin preparing systems and process within the buyer to begin planning integration further downstream. Through Phoenix’s efforts, the final TSA was ready for execution prior to the initial milestone date.
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