The TSA Exit Plan Workbook
A month-by-month operating structure, a service-by-service exit acceptance matrix, and the failure patterns that account for most TSA exits that run long.
PDF · 6 pages · free
Every TSA has an exit date written into it. Very few have a working operating plan behind that date — the milestones, owners and acceptance gates that actually get the buyer to standalone capability on schedule. A signed date with no plan behind it is a hope, not a schedule.
This workbook gives you the structure to build that plan. It starts with the service catalogue, because that is the single most valuable document in the exit plan and the one most often left incomplete: built once at signing and never revisited. From there it sets out a month-by-month sequence for a programme running across roughly a twelve-month window, from establishing the baseline through build-buy-migrate-terminate decisions, execution, cutover preparation, and economic close-out.
The exit acceptance matrix applies four questions to every service rather than one — is replacement capability built, has it been tested against real criteria, are its prerequisites genuinely resolved, and can the downstream process now run on it. The workbook includes a worked matrix covering payroll, ERP, identity and billing, with the exit condition, evidence, approver and downstream dependency for each.
It closes on the failure patterns that recur in practitioner guidance independent of deal specifics: under-scoped TSAs, identity left until last, payroll without a parallel run, big-bang billing migrations, and gold-plating the standalone build.
The numbers it works from
- 15–25% / month
- typical extension escalation on a missed exit date (practitioner guidance)
- 12–24 months
- seller cost-takeout lag if started only at TSA end (BD Emerson)
- 5–7%
- observed TSA value uplift from early, disciplined exit (PwC)
What's inside
- Before you start: the exit date and the exit plan are different documents
- Why a negotiated date without milestones, owners and acceptance gates behind it is not a schedule.
- Step 1 — Build the service catalogue first
- Every service, owned on both sides, with a target exit date and its dependencies.
- Step 2 — A month-by-month structure
- Baseline, build-buy-migrate-terminate decisions, execution, cutover preparation, and service exits with economic close-out.
- Step 3 — The exit acceptance matrix
- Complete, evidenced, unblocked, ready — applied per service, with a worked example for payroll, ERP, identity and billing.
- Step 4 — The artefacts that make this real
- Service catalogue, cutover runbook per service family, cost and benefits tracker, risk and commitments register, acceptance matrix.
- Step 5 — Failure patterns worth knowing in advance
- Under-scoped TSAs, identity left until last, payroll without a parallel run, big-bang billing migrations, gold-plating the standalone build.
Sources cited in the guide: Mayer Brown, “Negotiating Transition Services Agreements in Carve-Out M&A Deals”; BD Emerson, “TSA Exit Planning and Stranded Costs”; Introlution, “Carve-Outs & TSAs: Exit Cleanly and On Time”; PwC, TSA exit value analysis.
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