M&A Foundations · glossary
A pre-sale reorganisation in which a business is moved down into a new subsidiary so that the subsidiary's shares can be sold — a way of packaging part of a group into one clean, sellable company. Chapter 4
Explained in Chapter 4, Structuring the Deal and the Group, of M&A Foundations.
A carve-out is extraction: before completion the seller moves out of the target group whatever it intends to keep, so that what remains inside the perimeter is only what is sold. What the seller keeps might be a subsidiary that belongs to a different division, a property, or a brand used group-wide. A hive-down is the mirror image: the business being sold is transferred down into a clean, newly incorporated subsidiary — a NewCo — and the buyer then buys the shares of NewCo.…Read Chapter 4, Structuring the Deal and the Group →
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