HOW THE GUIDE IS ORGANIZED
A key principle emphasized in the Guide is the importance of performing
tasks in a specifi c logical sequence, to get to a successful outcome
in the shortest possible time and to avoid certain pitfalls. Accordingly,
the eight chapters of the Guide , and the sections within each chapter,
are organized to follow a step - by - step approach through the phases of
the transaction:
Chapter 1 : Introduction differentiates corporate divestitures
from acquisitions, introduces a transaction model and a staffi ng model
for managing the divestiture, and discusses the importance of certain
enabling principles that substantially enhance the likelihood of a successful
outcome.
Chapter 2 : Strategic Assessment describes the strategic issues
and alternative approaches considered in the corporation ’ s decision to
divest a business unit, introduces the factors that infl uence the choice
of a transaction structure, and presents the risks, exposures, and constraints
inherent in a divestiture.
Chapter 3 : Divestiture Planning describes the initial deliverables
of the process — a recommendation for how the transaction should
be structured, a corporate approval document, an organization plan,
a retention plan, an execution plan, and a communication plan — and
discusses the creation of the core divestiture team.
Chapter 4 : Preparing for the Transaction discusses the
engagement of external resources to advise and assist the divestiture
team and describes the key steps in preparing for the divestiture: validating
the transaction structure, developing marketing materials, identifying
potential buyers, and preparing for due diligence.
Chapter 5 : Disentanglement describes a critical preparatory
step that must be undertaken before initiating the selling process: preparing
for the operational separation of the divested business from its
parent organization.
Chapter 6 : Managing the Selling Process covers the initiation
and management of the selling process: announcing the corporation ’ s
intention to sell, marketing the business, supporting buyers ’ due diligence,
and managing bidding and negotiations.
Chapter 7 : Structuring the Transaction focuses on the tax,
legal, accounting, and regulatory details that the divestiture team must
consider as it fi nalizes the transaction structure, negotiates legal agreements
with the acquirer, and submits required governmental fi lings.
Chapter 8 : Closing presents considerations for the team leading
up to the close of the transaction and during the postclosing transition
to new ownership, and then advocates a process for learning from the
experience and ensuring knowledge transfer within the selling corporation.
This chapter also includes a summary of the most important elements
of successful divestiture transactions.
During our collaboration on the Guide , we spent considerable
time thinking about how to share our experience in a way that
is informative, useful, and readily accessible by those who are actually
working on a live transaction. We appreciate how busy professionals
are in today ’ s business environment and have a sense of how
much busier they become when working on a divestiture transaction.
So we wrote the Guide with an eye toward optimizing its usability.
All chapters, as mentioned, present a step - by - step transaction fl ow for
the applicable phase of the transaction, so that readers can turn to the
relevant phase of the divestiture and easily navigate through its process
steps. The discussion within each section is compartmentalized into
bulleted segments, so readers can rapidly scan the segment headings
for points of interest. Alternatively, a recap with cross - references is
presented at the end of each chapter, so readers can jump there, scan
our bottom - line thoughts for that phase of the transaction, and then
turn back to the more detailed discussion if desired. In addition, a
detailed index is included at the end of the Guide for readers who need
to locate the treatment of a specifi c topic. We also present numerous
exhibits throughout the Guide , which readers may fi nd helpful as templates,
checklists, or reminders for the corresponding aspects of their
transaction.