Why Carve-Outs Break—and How Buyer-Led Teams Keep Them on Track
Hey dealmakers,
Carve-outs are one of the few deal types that look cleaner the farther away you are from them. Get closer, and the complexity spikes—fast. Too many buyers rely on templates, assume the perimeter is obvious, or wait for a banker book to define the opportunity for them.
This week’s feature breaks down why carve-outs demand a Buyer-Led approach from the very first conversation, and how disciplined teams stay ahead of the unknowns instead of being blindsided by them.
Plus inside this edition: – New resources for corporate development teams – Featured M&A and integration roles – Upcoming DealRoom and Buyer-Led M&A™ events
Let’s get into it.
Carve-outs have a reputation for being some of the most attractive deals on the market—and some of the hardest to execute. The reason is simple: on the surface, they look clean. Underneath, they’re anything but.
Most acquirers assume their carve-out playbook will carry them from LOI to close. But carve-outs are never fully repeatable. About 80% of the work fits the template. The remaining 20%—the “white space”—is where the real risk sits.
That’s where hidden dependencies, unseen cost structures, jurisdictional nuances, and third-party contracts surface. And that’s where deals typically start to slip.
Buyer-Led teams approach that white space differently:
- They start with the perimeter, not the model. What exactly is being carved out? What services sit outside the perimeter but power the business today?
- They assume unknowns will emerge. Surprises aren’t anomalies in carve-outs—they’re the job.
- They embed integration early. TSA feasibility, synergy timing, and operational continuity are shaped before assumptions ever hit a spreadsheet.
But the real differentiator is how Buyer-Led teams source these opportunities in the first place.
They don’t wait for a banker deck. They lead with a clear carve-out thesis—why the business should be separated, why now, and why they’re positioned to run it better. And they use banker relationships surgically. Mid-tier banks, in particular, often have the right access points to make a proprietary conversation actionable.
The Buyer-Led sequence is what makes it work: Define the angle → Know who to approach → Leverage networks intentionally → Align on strategy before touching valuation.
It’s the difference between reacting to carve-outs and actually being ready to execute them.
Buyer-Led M&A™: The Framework Coming Soon
After seven years of interviewing more than 300 M&A and corporate development leaders—from early-stage operators to Fortune 500 dealmakers—we’ve distilled the lessons that separate reactive buyers from strategic ones.
Buyer-Led M&A™: The Framework is a modern playbook for acquirers who want to take control of the process, improve deal outcomes, and drive long-term value. Built from real-world practice and insights shared across 400+ conversations on the M&A Science podcast, the book outlines a buyer-driven model anchored in five core pillars.
This is more than a methodology. It’s a movement away from outdated, seller-led norms, and toward a discipline where buyers lead with strategy, alignment, and execution.
If you’re looking to strengthen your deal process, level up your team, or rethink how M&A should be done, this book is the foundation.
Coming out in December. Join the early-access list to be the first to get the book—and receive an exclusive invitation to a private roundtable discussion.
In Other News...
- The Secrets to Sourcing Proprietary Deals in Private Equity with Ryan Gable. Watch Now.
- The the Survey & Be Entered to Win $500. Share Your Insights.
Who's Hiring
PCS Retirement is hiring an Corporate Development Director to be a key asset in the future growth of Fiduciary Services Group “FSG”. This role will support the business through M&A sourcing, due diligence and transaction execution. Apply Now.
Slalom is hiring a Mergers & Acquisitions Principal/Senior Principal to Contribute to the overall growth of Slalom’s M&A capabilities through a combination of sales, delivery and practice development. Apply Now.
Have a job you'd liked to promote? Let us know!
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Thanks for stopping by - Here’s to the deal!
-Kison Patel
CEO & Founder, DealRoom