TSA Design & Exit
TSAs protect both sides — if they're designed right from the start.
A transition service agreement is the contractual arrangement by which a seller continues to provide services to a divested entity for a defined period after close. Poorly designed TSAs extend dependency, inflate stranded costs, and create leverage disputes that outlast the deal itself. Krewe's TSA work covers both ends: scoping and negotiating the agreement before close, and managing the exit — dependency resolution, stranded cost wind-down, and standalone readiness.
When this applies
Any separation where the divested entity can't stand alone on Day 1.
Carve-outs and divestitures
A business unit or division being separated from its parent is almost never fully standalone on Day 1. IT systems, finance and accounting support, HR and payroll, facilities, and other shared infrastructure all require negotiated TSA coverage — and the terms set during the deal determine how much leverage each side has post-close.
Inherited TSA obligations
Buy-side situations where the acquirer inherits an existing TSA with the seller — and needs to understand what services are covered, what the exit path looks like, and whether the standalone readiness milestones are realistic on the timeline the deal model assumed.
SMO support
TSA design and exit is often a core workstream within a broader SMO engagement. Krewe's SMO work on a multinational insurer's divestiture included TSA negotiation, stranded cost planning, and exit management across shared infrastructure — the same scope applies on smaller separations.
What Krewe does
From scope-setting through standalone readiness.
- Map the services the divested entity depends on and cannot replicate independently on Day 1 — the scope of required TSA coverage, before the seller sets the terms
- Define TSA scope, pricing basis, service levels, duration by service line, and exit milestones — negotiable terms that have outsized impact on both economics and optionality post-close
- Identify and quantify the stranded cost impact on the seller: which costs disappear with the business, which persist after TSA exit, and what the wind-down timeline looks like
- Build the TSA exit workplan for each service: dependency mapping, standalone readiness milestones, and what replaces the seller-provided service when the TSA terminates
- Manage TSA exit execution — tracking milestones, resolving disputes between buyer and seller teams, and keeping both sides accountable to the exit timeline
- Assess and plan for TSA extensions before they become automatic: extensions without explicit management create cost and dependency that weren't in the deal model
- Coordinate with both sides on information-barrier requirements and data governance during the TSA period, particularly where sensitive shared systems or data environments are involved
What it produces
Terms that hold up — and an exit plan that actually runs.
TSA scope and pricing framework
Service-by-service scope definition, pricing basis, duration, and service level — negotiated before close, when terms are still open.
Stranded cost analysis
Full accounting of costs that remain with the seller after the business departs — broken down by service, timeline, and mitigation path.
TSA exit workplan
Service-level exit sequencing, standalone readiness milestones, and the replacement plan for each seller-provided service.
Standalone readiness milestone tracker
Running status of the divested entity's progress toward independence from each TSA service — used to manage extensions proactively rather than reactively.
TSA work typically begins during diligence or immediately after signing, when scope and pricing are still negotiable. Krewe can scope TSA design only (pre-close), TSA exit management only (post-close), or the full span from negotiation through standalone readiness.
Carve-out, divestiture, or TSA that needs managing?
Share where the separation is and what the TSA situation looks like. Krewe can scope engagement at the design stage, the exit stage, or both.