制胜分拆接力：从团队选拔到终点线——设计、执行并赢得消费与工业分拆

Designing, executing and winning consumerand industrials carve-outs Howsellers can get to better carve-out outcomes How to embed a value creation mindset into portfolio strategy and BAU What structures can be used to carve out an asset, and determining whichprovides the best fit for your transaction How to best articulate the value of the carve-out business Executing the separation in a way that realizes the most value When we reflected on years of helpingConsumer & Retail corporates carve-out businesses around the world, we found the best way to think about asuccessful carve-out is as a relay: A good coach reads the race and adjuststhe pace. A winning team is built long beforerace day. Championships are won or lost in thehandover. The first 50 meters set the tone. Fast, disciplined acceleration mattersmore than sheer speed. Some relays call for an explosive start;others demand control and consistency,or a late sprint. For carve-outs, this is the transfer acrossdifferent phases and ultimately to the buyer—the point where preparation, execution andvalue proof come together. Athletes are chosen through constantperformance tracking and rehearsed forevery scenario. In a carve-out, this is where strategyturns into action: building clean financials,identifying value levers and demonstratingtraction with clear value creation plansand business separation strategy. Likewise, every carve-out needs the rightstrategy: whether to sprint with a‘business-in-a-box’, pace with a ‘partialstandalone’, conserve energy through a‘synthetic standalone’ or stay at the backof the pack initially with a hard late sprintto the finish, as with an ‘integrated withRemainCo’ approach. In carve-out terms, that means knowingyour portfolio, having clear value-creation muscles in business-as-usualand setting up the right governance andcapability mix before the gun goes off. A clean final exchange means robust data,tested Day 1 readiness, and clarity on roles,contracts and systems so that both CarveCoand RemainCo keep running at full speed afterthe hand-off. Teams that launch with clear intent, crispcommunication and aligned objectives arealready leading halfway down the track. Drop the baton here and months of hardrunning are lost. Get it right and both sidescross the line stronger. Carve-outs, like relays, reward teams that plan early, choose the right race plan, get off to a good start and execute every hand-off flawlessly. Winning the carve-outrelay: From startingblocks to the finishline Foreword Don’t just divest. Win the race. Most carve-out articles will tell you where teams stumble,or what the accounting carve-out guidance says. In thisseries we seek to buck that trend and focus on‘the how’:the decisions, capabilities and sequencing that turn acarve-out into a premium performing deal. •Chapter 4. Executing a flawlessexchange (Separation in practice)How do I choose the right separation model so that I can run the separation and execute the final handoverwith precision, ensuring minimum disruption andmaximum value, for a clear win? The most sophisticated sellers realize that the divestmentvalue of their carve-outs is sensitive to the arbitrage betweenevery dollar of CarveCo EBITDA improvement being worth10–20x in deal value (the multiple), versus the cost ofimplementation. We have organized this series into four chapters, whichanswer the following key questions: This series and the pages that follow translate our real-world experience into insights and tools to helporganizations push beyond baseline thinking and capturethe gold-medal value a carve-out can offer. However, few sellers run their best race; they don’t fullymaximize value by articulating a full potential CarveCo.Two lessons stand out: •Chapter 1. Selection and preparation(Portfolio strategy)How can we embed value creation into our year-round BAU portfolio management, to ensure we are alwaysfielding the strongest team and make optimaldivestment decisions? How can I build organizationalcapabilities long ahead of the race day? Let’s get started. 1. The race is won or lost, long before thestarter’s gun.Value creation needs to be brought forward, before thedecision to divest, ideally embedded in ongoing portfolioanalysis. The earlier you move the value levers, the moreof them price into the deal. Javier RodriguezGlobal Head ofStrategyKPMG International •Chapter 2. Setting the race plan(Carve-out strategy)There are four strategic race plans for a carve-out: 2. Carve-outs aren’t a normal sprint.Specialized race tactics and handoffsneed to be learned. business-in-a-box, partial standalone, syntheticstandalone(a), and integrated with RemainCo. How do Ichoose the playbook that best fits the deal andpositions us to win? Joshua MartinGlobal Head ofTransaction ServicesKPMG International Carve-outs are not business as usual (BAU) and requirea specific execution muscle to be built in advance.Choosing to spin, sell or list is a strategic call thatdema