Carve-out standalone costs: replace allocations with an operating model

In a carve-out, scope accounts may include group allocations while omitting resources necessary for autonomous operation. I would start with the services used: IT, finance, HR, real estate, purchasing and other functions. The allocated accounting cost, the service actually provided and the replacement cost are three different pieces of information.

The analysis must separate historical performance, target autonomous state and transition. A removed allowance is not a net saving if the service needs to be replaced. A migration cost should not be integrated indiscriminately into recurring costs. The buyer needs a bridge and an operational plan, not just a higher EBITDA after removing group costs.

I would request services, beneficiaries, suppliers, contracts and resources. We must distinguish what is within the scope, what remains with the seller and what must be created. Costs may depend on minimum volumes, licenses or rare skills. An estimate by percentage of turnover can be a first approximation, but it must be identified and challenged.

Historical allocations require an understanding of the keys: headcount, revenue, transactions or direct costs. The replacement cost does not necessarily follow the same logic. Supplier commitments or security needs can create additional costs. I would link each financial hypothesis to an operational manager and an availability date.

I would organize the costs according to their function and duration. The autonomous model must integrate the loads necessary for the target state. The TSA covers a transition period and may overlap with some new resources. Migrations and one-off projects are presented separately. The overlapping assumptions must be visible to explain the cash needed.

Another view is buyer-specific synergies. They may reduce some needs, but depend on capacity and timing. Mixing them with the independent result of the scope would reveal a performance which does not exist for all buyers. I would keep separate scenarios and their execution costs.

The EBITDA of the scope is 6 M€. The group allocations of 0,8 M€ are withdrawn because the corresponding services will be replaced. The estimated stand-alone replacement cost is 1,1 M€. The bridge gives 6 plus 0,8 minus 1,1, or 5,7 M€. These assumptions must be supported service by service.

A 500 k€ migration project is presented separately. It does not necessarily reduce recurring standalone EBITDA, but it affects cash requirements and separation cost. The accounting treatment depends on the applicable expenses and rules. Financial analysis must maintain this distinction without assuming that everything will be capitalized.

I would check that the 1,1 M€ covers the services removed and that no cost is already in the 6 M€. A TSA can create a temporary overlap with the new team. This cost should appear in the transition, rather than disappearing because the target state has been modeled.

I would ask for offers, staff numbers, volumes and commissioning dates. An annual cost does not explain the cash flow of the first months. Recruitment schedule and technical dependencies may modify exposure. Unconfirmed hypotheses should be marked and subjected to sensitivity.

The financial bridge must be reconciled with the TSA plan and contracts. Services may be missing even if costs appear complete. Operational professional testing is essential: independent capacity is not proven by a budget alone. The report should identify the remaining decisions and their consequences.

A tool can reconcile SOW, contracts, allocations and management responses. I would test for missing services, double costs and incompatible dates. The estimates must retain their origin and their level of confidence. A seemingly complete list does not prove that the perimeter can work alone.

For Solenor, I would look for a file linking financial hypotheses and operational evidence. The gain is a more readable professional review, with recurring costs, transition and separate scenarios. The team and project managers remain responsible for validating feasibility.