Scott Sinha shares insights on operational diligence, TSAs, and the growing complexity of carve-out transactions
In today’s M&A environment, transactions are becoming more operationally complex, timelines are extending, and carve-outs are playing an increasingly important role in growth and transformation strategies.
In a recent episode of the KPMG Real Deal Insights Podcast, Scott Sinha, Vice President, Corporate Development at Teranet, joined host Sarkis Harmandayan to discuss the realities of modern dealmaking, including the rise of carve-outs, the growing importance of operational diligence, and why collaboration remains critical throughout the transaction lifecycle.
Drawing from experience across private equity, growth equity, government, and corporate development, Scott shared practical insights into how organizations can better prepare for increasingly sophisticated transactions.
The New Reality of Carve-Out Transactions
One of the central themes of the discussion was the growing prevalence of carve-outs and the longer deal cycles that often accompany them.
According to Scott, organizations today are operating in a market that is significantly more sensitive to risk than in previous years. Geopolitical uncertainty, market volatility, and heightened scrutiny from stakeholders and capital providers are driving more detailed diligence and more cautious negotiations.
At the same time, buyers are increasingly pursuing carve-outs as a way to differentiate themselves and unlock value in competitive markets.
“If you can navigate the complexities of a carve-out, and then subsequently integrating it, that’s a real advantage to be had,” Scott explained during the podcast.
But while carve-outs may appear straightforward on paper, the operational realities are often far more complicated.
Why Operational Understanding Matters
Throughout the conversation, Scott emphasized the importance of understanding the target operating model early in the process.
In many carve-out situations, systems, workflows, and teams have operated within a shared corporate environment for years. As a result, operational dependencies are not always immediately visible during initial diligence.
Scott noted that organizations often underestimate how interconnected processes can become over time, especially in areas such as technology, shared services, finance, and customer operations.
“One is like, you know, a good and proper inventory of decision-grade information from the vendor,” he explained, highlighting the importance of fully understanding how the business operates before separation begins.
The discussion also reinforced the importance of involving the right stakeholders at the right time.
“You should always panic if you have a room of just M&A people,” Scott joked, emphasizing that operational leaders are essential to identifying practical risks and execution challenges that may otherwise be overlooked.
Transition Service Agreements Are a Strategic Tool
Another major topic throughout the podcast was the growing importance of Transition Service Agreements (TSAs).
While TSAs are sometimes viewed as administrative necessities, Scott described them as critical tools for supporting business continuity and reducing operational risk during transitions.
“People get so excited about the overall transaction, sometimes you start thinking about that at the end,” he said. “No, you should start thinking about that right up front.”
Scott emphasized that effective TSAs should be outcomes-driven, flexible enough to address overlooked dependencies, and designed with a shared focus on maintaining continuity for customers and operations.
The conversation also highlighted an important reality in complex transactions: buyers and sellers are often more aligned than they initially appear.
Both parties ultimately want a successful transition, minimal disruption, and long-term value preservation.
The Value Advisors Bring Beyond Technical Expertise
Scott also reflected on the role advisors play throughout carve-out transactions.
According to Scott, experienced advisors bring more than technical knowledge. They provide pattern recognition, project management discipline, and the ability to help organizations navigate ambiguity and competing priorities.
Equally important are the interpersonal dynamics involved in complex deals.
“When stuff is going wrong at midnight — which it happens — who are you comfortable being in a trench with?” Scott said, underscoring the importance of trust, communication, and strong working relationships throughout a transaction.
As transactions become more operationally interconnected, organizations increasingly rely on advisors not only for expertise, but for coordination, accountability, and practical problem-solving.
Collaboration Remains Essential After the Deal Closes
The discussion also explored the importance of shifting from negotiation mode to collaboration mode once a transaction moves toward execution.
While deal processes can become adversarial during bidding and negotiations, Scott stressed that successful outcomes depend on both parties working together through the transition period.
“Check your ego at the door,” he advised. “You are there for a successful transaction, not to punish someone because a deal is getting done.”
The podcast highlighted how smaller, practical conversations often resolve challenges more effectively than formal escalations, especially during complex TSA and transition discussions.
In increasingly interconnected deal environments, maintaining trust and collaboration can significantly reduce execution risk and help preserve long-term value.
Looking Ahead
As organizations continue pursuing growth, optimization, and transformation strategies, carve-outs are expected to remain an important part of the M&A landscape.
For leadership teams, success increasingly depends on operational clarity, early preparation, disciplined transition planning, and strong collaboration across all stages of the transaction lifecycle.
Scott’s final advice during the podcast was simple but impactful:
“Prepare early.”
Listen to the Full Conversation
To hear more insights from Scott Sinha on carve-outs, operational diligence, TSAs, and the evolving M&A landscape, listen to the full episode of the KPMG Real Deal Insights Podcast. The conversation offers a deeper look into the practical realities of navigating complex transactions and building successful outcomes through preparation and collaboration.
