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TSACarve-out

TSA Duration, Cost and Stranded-Cost Benchmarks: A Sourced Reference

17 September 2026 · 10 min read

By the MeridianCogent team — built from working with integration offices, separation leaders and PE operating partners on M&A execution. This is a reference page, not an argument. We built it because we kept re-deriving the same numbers from the same handful of sources across our own work, and a single sourced table didn't exist anywhere we could find.


Every number below traces to a named source. Where sources disagree, we show both rather than picking one. Where a figure is a range rather than a point estimate, we show the range rather than collapsing it to a false-precision average. This page will be updated as better data becomes available — if you have a source we should include, or a figure that has moved, tell us at hello@meridiancogent.com.

TSA duration by workstream

Duration figures are the most cited and least consistent numbers in carve-out planning, largely because "duration" gets measured differently across sources — some report the base term as signed, others report actual elapsed time including extensions. We've noted which is which where the source specifies.

WorkstreamTypical base termSource basis
IT infrastructure10–16 monthsIndustry TSA structuring analysis (BD Emerson); consistently the longest-running workstream across sources
ERP / accounting systems8–12 monthsBD Emerson; corroborated by carve-out ERP case data (Pemeco Consulting)
HR / payroll6–10 monthsBD Emerson
Customer support6–9 monthsBD Emerson
Procurement / supply chain5–8 monthsBD Emerson
Tax filing4–8 monthsBD Emerson
Treasury3–6 monthsBD Emerson
Marketing / brand co-use3–6 monthsBD Emerson
Overall range, standalone acquisitions3–6 months per workstreamDealroom carve-out timing analysis
Overall range, complex parent carve-outs6–24 monthsKPMG carve-out guidance
Overall range, public-to-private deals12+ months on finance workstreamsKPMG carve-out guidance, citing added tax and regulatory complexity

Reading this table correctly: duration varies more by deal type than by workstream category. A standalone private acquisition with narrow TSA scope and a public-to-private take-private with full finance and tax entanglement are not comparable, even when the workstream labels match.

TSA extension and step-up pricing

This is the number practitioners ask about most and the one with the widest genuine variation, because extension pricing is negotiated per-deal rather than benchmarked industry-wide.

Extension bandTypical premium over base rateSource
First extension period15–25% monthly premiumIndustry TSA structuring analysis (BD Emerson, Dealroom)
Extended/legacy TSA periodsUp to 50–100%+ premiumPractitioner-reported step-up structures, cited in TSA advisory case material
KPMG-documented accelerated exit2–3 months post-close achievable with disciplined pre-close readiness planningKPMG carve-out guidance

The mechanism, not just the number: extension pricing exists specifically to punish delay. A service still running six months past its base term should cost meaningfully more than the same service at month one — if it doesn't, the pricing structure isn't doing its job. When you're negotiating a TSA, the step-up schedule matters more than the base rate.

Stranded cost ranges

The most consequential and least understood number in a divestiture, because it's a seller-side cost that shows up as a margin decline rather than a line item anyone budgets for.

MetricFigureSource
Stranded cost as % of divested unit's IT/overhead allocation20–40%BD Emerson stranded cost sizing analysis
Companies with profitability drop >3.3pp in year 1 post-divestiture51%Deloitte, analysis of divestitures over the past two decades
Median SG&A increase (relative) among affected companies1.7 percentage pointsDeloitte UK, "Unlocking value: approaching stranded costs in M&A"
Companies taking 4+ years to recover from that margin drop3 in 5Deloitte
Standalone cost vs. parent-allocated cost for shared servicesUp to 200% higherMcKinsey carve-out cost structure analysis
Data readiness workstream cost, mid-market carve-out€500k–3MPortMux carve-out data readiness analysis; range driven by system count and complexity
Data readiness workstream duration4–9 monthsPortMux

The compounding trap: a stranded cost discovered at month 3 post-close is a manageable line item. The same cost, unaddressed, reallocated across remaining business units by month 18, is invisible — which is precisely why the median recovery time is measured in years rather than quarters.

Deal volume and structural context

Numbers that explain why the above matters at the scale it does.

MetricFigureSource
Buy-side carve-outs as % of all M&A deals >$100M (2018–2023)~28%McKinsey
Large deals including a carve-out/divestiture component (2026)70–90%Deloitte 2026 Global Divestiture Survey and M&A research
Carve-out deals failing to create underwritten value~1 in 3McKinsey
Top-quartile vs. average carve-out MOIC (data since 2012)2.5x vs. 1.5xBain & Company
2026 Global Divestiture Survey sample size979 sellers, 569 buyersDeloitte
Top seller-side post-close pressure, per that surveyStranded costs, alongside TSA complexity and financial reportingDeloitte
Top challenges in carve-out integration, per Bain's 2025 practitioner surveyCultural differences and process/technology issues, ahead of TSA negotiation and talent retentionBain & Company, 2025 M&A Practitioners Outlook Survey

Change-of-control and consent timing

Less quantified in public research than TSA and stranded costs, but the mechanics are well-documented by legal practitioners.

ItemDetailSource
Standard deemed-consent fallback period30 daysStandard drafting practice cited across contract practitioner guidance, where a "not unreasonably withheld" clause sets no explicit deadline
Government contract novation regimeFAR Subpart 42.12; separate approval process, not a negotiated commercial consentFederal Acquisition Regulation
HSR filing threshold (as of Feb 2026)$133.9 million transaction sizeFederal Trade Commission, 2026 HSR thresholds

What we couldn't find good public data on

In the interest of the same standard we hold everything else to: cutover and hypercare cost data, and integration governance/workstream structuring benchmarks, are both areas where the available material is practitioner guidance rather than quantified research. We're not publishing invented percentages to fill that gap. If you know of a genuinely sourced figure in either area, we'd want to include it — email us.

How we use this ourselves

This table is the backbone of several of our own articles — what a TSA actually is, the real cost of a late exit, and stranded costs each draw on a subset of it. We built the full reference because assembling it piecemeal, article by article, meant re-finding the same handful of sources every time. If it saves you the same trouble, it's done its job.


Primary sources referenced throughout: McKinsey & Company (carve-out deal analysis 2018–2023; carve-out cost structure and value-creation research); Bain & Company (carve-out MOIC data since 2012; 2025 M&A Practitioners Outlook Survey); Deloitte (2026 Global Divestiture Survey, n=979 sellers/569 buyers; UK stranded cost research; divestiture profitability outcomes research); KPMG (carve-out guidance); BD Emerson (TSA structuring, IT separation and stranded cost sizing analysis); Dealroom (carve-out timing analysis); PortMux (carve-out data readiness research); U.S. Federal Trade Commission (2026 HSR thresholds); Federal Acquisition Regulation Subpart 42.12.