A Practical Approach to Navigating TSAs in Carve-Outs

One of the most important elements for a smooth corporate divestiture is a well-structured TSA, balancing the speed of the separation with an uninterrupted experience for all stakeholders (customers, employees and the parent company).  

When TSAs stretch, it is usually because the business was more intertwined than expected, or the buyer did not have the experience or infrastructure to stand up the business independently. 

We recently sat down with Billy Zhao, VP of Finance at Perseus, and Pete Litka, General Manager at OPTIVIQ, to discuss how we structure TSAs and reflect on our acquisition of OPTIVIQ from Honeywell.   

Our Starting Position on TSAs 

We approach TSAs with a simple bias: expediency is critical, but only if scope is explicit. A compressed TSA with grey lines creates more friction than a longer one with clear expectations. From the outset, we define exactly which services are transitional, who owns execution, and what must be replicated immediately on our side. 

At Perseus, we structure our integrations to move quickly without compromising rigor. Dedicated functional leaders across finance, IT, HR, tax, and legal are mobilized before the transaction closes. Integration is not treated as a side initiative. It is resourced from day one by operators who have exited TSAs before. 

We are comfortable operating inside complex technical environments, including shared ERP systems, global billing structures, regulatory constraints, and fragmented data architectures. Dependencies tend to surface late in poorly planned carve-outs. We identify them early. This discipline allows us to define scope precisely, stand up independent infrastructure in parallel, and avoid the drift that leads to extensions. 

A Look Inside Our Honeywell Carve-Out 

In 2024, we acquired OPTIVIQ, a pulp and paper software business, from Honeywell. The transaction required a defined divestiture timeline, requiring both a disciplined close and an expedited TSA period. 

“In the OPTIVIQ transaction, it was important to the parent company that we executed the TSA as quickly and efficiently as possible,” Pete shared. “The timeline was fixed and largely driven by seller constraints. That compression made this integration trickier than most. OPTIVIQ was not a standalone division with clean edges. It did not operate with its own P&L and was deeply embedded within the seller’s systems.” 

At close, the business started with two employees supporting customers in more than 20 countries. Core functions such as billing, tax, reporting, legal entities, and IT access had to be rebuilt in parallel. 

To meet a tight TSA deadline, separation must be treated as a primary integration objective from day one. That requires a full-time integration owner and functional leaders working in parallel against a defined exit plan. 

What Shortens a TSA in Practice 

Three factors consistently compress timelines: 

First, experienced technical teams with the capacity to execute. In OPTIVIQ’s case, finance, HR, IT, legal, and tax leaders worked full-time on separation. As Billy noted, “This was not a side project for one or two people. Multiple functional leaders were dedicated to ensuring a successful integration.” 

Second, clear accountability. A single integration owner manages the exit end-to-end, coordinates workstreams, and resolves issues quickly. 

Third, immediate action. Delaying separation work almost always results in extensions. Compressed timelines require early mobilization and willingness to front-load effort rather than prolong reliance on seller systems. 

Final Thought 

OPTIVIQ is just one example of a highly complex carve-out and the same principles apply at scale. 

Carve-outs are demanding, but they reward buyers who are prepared to execute under constraints and take ownership of separation work early. 

For sell-side teams, the real risk is not a long TSA. It is a buyer who underestimates what separation requires.  That experience allows TSAs to remain what they are meant to be: temporary, contained, and forgettable once the separation is complete. 

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