Build a standalone IT operating model by mapping the business’s current technology and dependencies, defining what must work at close, and designing the right-sized setup it will use after seller support ends. Decide the future path for each system, assign accountable owners, and give every transitional service a dated, testable exit plan. Day 1 readiness is not the same as technical separation: a business can operate at close while still relying on the seller under a transitional service agreement (TSA).
Start with three distinct operating states
Use three views to prevent a temporary close-time arrangement from being mistaken for the target design. Agree what “Day 1” and “standalone” mean for the specific transaction.
| State | What it describes | Question to answer |
|---|---|---|
| Current state | How systems, data, people, services, contracts, and controls work today, including shared or seller-provided components. | What does the business rely on now, and which dependencies cross the deal perimeter? |
| Day 1 state | The minimum arrangements required for the business to operate at close. Some services may still be provided by the seller under a TSA. | Can staff and customers continue essential activities safely and reliably at close? |
| Standalone state | The intended organization, technology, data, controls, vendors, and operating responsibilities after transitional support ends. | What capabilities must the business own or control when the TSA exits? |
Day 1 is a continuity milestone; standalone is the destination after transition. A carve-out plan should make the bridge between them explicit rather than assume that closing the deal separates the technology.
Set the perimeter and map what the business depends on
Confirm which legal entities, business lines, products, users, locations, data, contracts, and intellectual property are in scope. Distinguish product technology that is part of the value proposition from enterprise technology supporting functions such as finance, HR, payroll, sales, and customer support.
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Build an inventory that connects applications and services to business processes, data flows, owners, and dependencies. Include shared identity and access, infrastructure, integrations, hosting, security monitoring, support teams, and third-party arrangements. Map dependencies in both directions: the carved-out business may rely on seller resources, while the seller’s retained business may also rely on assets transferring to the buyer.
- Technology: applications, platforms, infrastructure, integrations, endpoints, and hosting.
- Data: business records, ownership, access, retention needs, and movement between systems.
- People and services: business and IT roles, support coverage, specialist skills, and services delivered centrally.
- Commercial arrangements: contracts, licenses, vendors, and any transfer, consent, or replacement requirements.
- Controls: identity, access, security monitoring, policies, and operational responsibilities.
This map is the basis for separation decisions. An application list alone will miss the people, contracts, data, and shared services that make an application usable.
Choose an operating model that fits the buyer and business
Decide whether the intended outcome is a fully standalone business or a synergy-based model integrated with the acquirer. A private-equity buyer, or a strategic buyer without suitable overlapping platforms, may require a standalone capability. A strategic buyer with systems that fit the target may instead plan to integrate selected services. Keep this assumption visible because it affects architecture, responsibilities, costs, and sequencing.
Size the future model to the target’s scale, service requirements, strategy, and risk profile. Reproducing the seller’s entire technology stack is not a safe default: the target may need a different service level, fewer central capabilities, or different reporting and audit arrangements. Define which roles and responsibilities will exist at close, which will change during transition, and which must be in place after TSA exit.
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Select a path for each system
Make the decision at the application or platform level, recording why the chosen path works for the business and what must happen before it is complete. There is no universal ranking: continuity, dependencies, data, licensing, cost, risk, and timing determine whether a route is viable.
| Path | What it means | Key considerations |
|---|---|---|
| Keep temporarily on a TSA | The seller continues providing the service for an agreed transition period. | Define service scope, responsibilities, service levels, dependencies, and observable exit conditions; temporary support should not become an unplanned destination. |
| Lift and shift | Move the existing system with limited changes. | May preserve familiar processes, but can carry seller dependencies into the new environment. |
| Replace | Adopt a different platform sized to the target. | Can remove legacy coupling, but requires transition planning, data migration, and user or process change. |
| Rebuild | Create a new instance of the same platform under the standalone entity’s control. | Feasibility depends on data export, configuration complexity, license rights, and migration effort. |
For each decision, record the rationale, accountable owner, dependencies, data plan, licensing position, target date, and acceptance test or TSA exit test. If a system cannot safely move by close, identify the interim service and the work needed to remove it later.
Establish security, identity, and data boundaries
Design identity and access management, cybersecurity controls and monitoring, and technology-policy alignment before seller systems or oversight are withdrawn. Specify how the standalone business will grant, review, and revoke access, and who will monitor and respond to security events.
Define the data perimeter and decide what must be extracted, migrated, retained, archived, or securely destroyed. Identify which data is needed before close, at close, and afterward; agree the access mechanism for any interim period; and test it before relying on it operationally. Check whether third-party licenses and contracts can transfer or whether a new arrangement is required.
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Coordinate security, privacy, and legal review around sensitive information and transaction timing. Pre-close access to data can raise regulatory or antitrust concerns, so arrangements need review for the relevant transaction and jurisdiction rather than being treated as a purely technical decision.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Turn the TSA into a service-by-service exit plan
For each transitional service, document what the seller provides, the scope and service level, each party’s responsibilities, the timeline, and transition activities. Link the TSA to the standalone capability that will replace it and to a test that demonstrates the business can operate without the service.
- Define the service: name the users, processes, systems, support hours, service level, dependencies, and accountable contacts.
- Set the exit condition: specify the operational evidence required to end the service, such as a completed migration or a successful business acceptance test.
- Build the replacement: assign owners, resources, milestones, and tasks for technology, data, people, vendor arrangements, and controls.
- Test the transition: validate the replacement and any fallback or interim access before asking the seller to stop providing the service.
- Close out the dependency: confirm service termination, access removal, data handling, and any remaining contractual obligations.
Set up governance before execution: name accountable owners and approvers, milestones, resourcing, escalation routes, and decisions that must be made before signing or close. Plan the strategy, dependency discovery, Day 1 readiness, and later TSA handover as distinct phases. Legal close is not, by itself, evidence that the engineering work is complete.
Compare viable options against the same criteria
When more than one design is feasible, assess alternatives against the same business and operational factors rather than choosing on technology preference alone.
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- Remaining seller dependencies and whether they can be cleanly exited.
- Data ownership, extraction, migration, retention, and access.
- Cybersecurity and control coverage.
- License and contract transferability.
- Required service levels and the target’s scale.
- People, skills, support coverage, and sourcing model.
- Cost and timing, including transition work and steady-state responsibilities.
- Buyer strategy: fully standalone operation or integration for synergies.
There is no single target architecture, staffing level, budget, schedule, or TSA term that fits every carve-out. Those choices depend on the transaction perimeter, sector and regulatory context, current estate, data characteristics, seller support, buyer strategy, target scale, and risk appetite.
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