CARVE-OUT: TRANSFORMING A “DEEPLY ENTANGLED” BUSINESS

Carve-Out and Sale of a Leading Australian Digital Payments Platform

A leading Australian digital payments platform—processing billions in transactions annually and serving more than 2,000 merchants—was earmarked for divestment as part of a corporate portfolio optimisation strategy.

The business operated deeply within its parent organisation: core technology, regulatory licences, intellectual property, customer and supplier contracts, shared services and significant components of the workforce were all owned or controlled by the parent entity. No prior stand‑alone operating model existed.

Concurrently, the market for payments infrastructure was undergoing rapid consolidation, attracting strong interest from private‑equity‑backed acquirers seeking scalable, regulated platforms.

The mandate: prepare the business for sale, establish a clean and investable perimeter, and execute a value‑maximising transaction under tight commercial and regulatory scrutiny.

The Challenge

The asset was effectively “inseparable” in its existing form, with key complexities including:

• End‑to‑end integration: Technology, data, IP, finance, risk, HR and operational processes were tightly woven into the parent ecosystem.

• Regulatory and licensing complexity: Transfer of parent-level acquiring arrangements prompted renewed bank risk assessment and updated industry requirements, requiring careful commercial renegotiation while maintaining uninterrupted transaction processing.

• Commercial entanglement: White‑label revenue streams and critical supply contracts—particularly with major Australian banks—were not structured for third‑party ownership.

• Customer migration at scale: More than 2,000 merchant agreements required novation with minimal friction and no service interruption.

• People separation: Key leaders and technical specialists were legally employed by the parent, requiring ring‑fencing, role redesign and transfer.

• PE‑grade diligence: The private‑equity‑backed buyer brought accelerated timelines and forensic focus on earnings quality, separation risk and stand‑alone resilience.

These challenges had to be resolved while maintaining performance, retaining talent and safeguarding customer confidence throughout the transaction.

The Approach

Andy led the internal transformation and transaction program in partnership with financial and legal advisers.

Stand‑alone and Separation Design

• Developed a comprehensive carve‑out blueprint defining legal structure, regulatory licences, technology ownership, data, IP and operating model.

• Structured the transfer of platforms and IP to create a fully self‑contained business.

• Designed the Transitional Services framework, including detailed migration and cutover plans across technology, operations, finance, risk and shared services.

Value Protection Through Commercial Re‑Contracting

• Renegotiated cornerstone white‑label revenue arrangements with a major Australian bank to secure post‑sale earnings.

• Overhauled the primary supply contract supporting >2,000 merchants, realigning pricing, service levels and risk allocation.

• Executed full merchant portfolio novation to ensure uninterrupted service and contractual continuity.

Internal Transaction Leadership

• Acted as executive lead for the internal sale process, working closely with external advisers.

• Managed transaction readiness, data‑room oversight, management presentations and buyer engagement.

• Coordinated cross‑functional responses to intensive PE‑grade due diligence across technology, legal, finance, risk, operations and HR.

• Led negotiation of commercial and operational terms within the SPA, TSAs and long‑term supply agreements.

Organisational Carve‑Out

• Designed and implemented a ring‑fenced organisational model and stand‑alone leadership structure.

• Directed workforce separation and transfer, including incentives, governance and retention during a high‑uncertainty period.

Post‑Deal Separation Execution

• Mobilised and led the vendor‑side separation program following completion.

• Governed TSA delivery, migration milestones and operational cutover to ensure clean exit from parent dependencies and uninterrupted service.

The Outcome

• Successful sale to a leading private‑equity‑backed Australian fintech.

• Creation of a fully stand‑alone, licensed payments platform with clear ownership of technology, IP, contracts and workforce.

• Seamless transition for 2,000+ merchants and major banking partners.

• Preservation and enhancement of enterprise value through proactive contract renegotiation and risk realignment.

• Orderly separation and TSA execution, enabling accelerated growth under new ownership.

Impact

This engagement demonstrates leadership in high‑complexity carve‑outs where regulatory, operational, commercial and workforce entanglement would normally prevent transaction. It illustrates the ability to:

• transform a deeply integrated corporate asset into a clean, investable business;

• execute transactions under private‑equity scrutiny; and

deliver value realisation through to full operational separation.

For more information or M&A enquiries, contact Andy Randon at andy@realignconsulting.com