Running a Successful Technology Carveout

Mergers & Acquisitions

IT Divestiture


Our client is the high-precision optics manufacturing unit of a large defense contractor that was required by the DOJ to divest the business and establish a new company. The client was being supported on a Transition Service Agreement (TSA) for 12 months while we performed a carve-out of the business.


    • A large private equity firm purchased our client to establish it as a new, stand-alone company.
    • Our client had a small IT team in-house (five resources) that relied on the central parent organization for key IT functions.
    • All aspects of the IT organization had to be separated and all reliance on the parent organization had to be severed within the 12-month term of the Transitional Service Agreement (TSA).
    • The scope of the separation was difficult to define given much of the information required resided within the unwilling parent company.
    • Due diligence efforts did not focus on IT and the client was not experienced in identifying or describing business requirements


    • Established a Separation Management Office (SMO) focused on IT with work streams for network, infrastructure, data management, security, end-user devices, and applications.
    • Aligned ViTL Project Managers to two work streams each and engaged our partner network to assign the appropriate technical resources.


    • Engaged other business units so the SMO could coordinate IT activity with other separation activity occurring across the business
    • Conducted discovery sessions with the client and the parent to attain as much information as possible, knowing we would be operating with some blind spots in our understanding of the current state of their IT environment.
    • Designed and built a “greenfield” IT environment in the client’s 50-year-old facility.
    • Implemented leave-behind ITSM and project management governance processes and procedures.
    • Provided the client’s IT team dozens of technical artifacts in their ITSM platform as we transitioned daily operations to the client team.


    • Under the SMO’s leadership we completed all IT elements of the TSA two months inside the term.
    • Built and configured a new IT network and infrastructure.
    • Deployed over 700 new computers to the employees.
    • Established licensing and migrated hundreds of applications to the client’s environment.
    • Migrated all data to the client’s new systems with no disruption to the business.
    • Established the client’s security posture to protect their sensitive Controlled Unclassified Information (CUI) and a pathway to CMMC Level 3 compliance.
    • Hit all milestones on schedule and to the client’s satisfaction.