In today’s volatile market environment, carve-out transactions are a powerful strategic tool for both sellers and buyers. On the sell-side, companies—particularly public companies—continue to see opportunities to divest non-core or low-growth assets to strengthen their financial positions and sharpen strategic focus. On the buy-side, both strategic and sponsor acquirers look to carve-out deals to quickly fill capability gaps and seize opportunistic growth.
With increased seller activity and sustained buyer interest—particularly from private equity sponsors eager to deploy capital—carve-out deal volume is expected to rise.
Ropes & Gray has advised on hundreds of carve-out transactions across varying industry sectors, including life sciences, technology, and industrials, supporting public and private companies, as well as private equity firms on both the buy- and sell-side. Our breadth of experience gives us a clear view into the commercial drivers behind these deals and the practical challenges that come with separating and standing up a business. We bring a cross-disciplinary, integrated approach and work seamlessly with consulting firms, investment banks, accountants and other key stakeholders to ensure seamless integration and accuracy in post-closing operations. That experience helps us offer practical, commercially informed guidance through each stage of the deal.
What we do:
- Strategic planning and execution of business separations
- Structuring transactions to optimize business objectives
- Comprehensive tax planning and implementation throughout the transaction lifecycle
- Advising on governance and employment-related considerations
- Negotiating Transition Services Agreements (TSAs)
- Establishing and replicating shared services through commercial supply agreements and other contractual arrangements
Experience
Recent notable transactions include our representation of:
- Pfizer (NYSE: PFE) in its $11.6 billion acquisition of Biohaven Pharmaceuticals (NYS: BHVN), a clinical-stage biopharmaceutical company, and related spin-off of Biohaven’s non-CGRP pipeline compounds
- TPG Capital in its acquisition of GE Vernova’s Proficy manufacturing software business
- Envestnet (a Bain Capital portfolio company) in its sale of Yodlee to STG
- Avista Healthcare Partners in its acquisition of the EBI Bone Healing division of Highridge Medical
- Eversource Energy (NYSE: ES) in its divestiture of its regulated water utility business to the Aquarion Water Authority
- Becton, Dickinson and Company (NYSE: BDX) in its acquisition of Edwards Lifesciences’ Critical Care Division
- T.A. Associates in its acquisition of Association & Events and Nonprofit Solutions divisions from Community Brands
- Audax in its acquisition of the Clinical Services business of Avantor
- MACOM (NASDAQ: MTSI) in its acquisition of the radio frequency business of Wolfspeed (NYSE: WOLF)
- Becton, Dickinson and Company (NYSE: BDX) in its divestiture of the Surgical Instrumentation platform to STERIS (NYSE: STE)
- American Industrial Partners
- in its sale of Virtek Vision International to AMETEK (NYSE:AME)
- its acquisition of PPG’s architectural coatings business
- its acquisition of Veolia North America’s sulfuric acid regeneration business
- its acquisition of the Lewisport automotive body sheet plant from Novelis in a DOJ-mandated process
- H.I.G. Capital in its acquisition of Avient Corporation’s distribution business
- TPG Capital in its acquisition of ClaimsXten, Change Healthcare’s claims-editing business, from UnitedHealth Group