As Transition Services Agreement (TSA) experts for middle market and PE-backed transactions, Stonehill helps buyers and sellers navigate the most operationally complex window in any deal — the period between close and full standalone operation. A poorly scoped TSA leaks margin, strands stranded costs, and creates friction that follows the deal for years. A well-built TSA protects both sides, accelerates separation, and lets each party get back to running its business. We bring the operating depth and execution discipline to make that happen.

Stonehill is the firm that makes middle market mergers work. We've led carve-outs and separations across real estate, construction, manufacturing, distribution, technology, and retail — including complex multi-entity transactions with 12-plus-month TSA runways. Our consultants are former operators who have built, executed, and exited TSAs from both the seller and buyer side. That perspective shapes every scope we write and every exit plan we deliver.

• TSA Scoping and Negotiation - The TSA is written once and lived with for months — sometimes years. We scope service categories with the specificity required to avoid disputes: which services, at what volume, at what service level, for how long, at what price, with what exit terms. As TSA experts, we represent buyers, sellers, or jointly support both sides to produce an agreement that reflects operational reality, protects both parties, and stands up under the pressure of day-one execution.

• Standalone Operating Model Design - Every TSA exists to bridge to standalone. We design the target operating model the buyer needs to stand up — across finance, HR, IT, operations, procurement, and commercial — and reverse-engineer the TSA to support that build. The goal is never to extend TSA dependency; it's to exit it on schedule, on budget, and with the business intact.

• TSA Execution and Governance - Once signed, a TSA needs governance to work. We stand up the joint operating committee, build the service catalog and SLA tracking, manage change requests, and run the cadence that keeps both sides accountable. Our team chairs steering meetings, escalates issues before they become disputes, and maintains the visibility executives need to know whether the separation is on track.

• TSA Exit and Stranded Cost Management - Exit is where TSA value is won or lost. We sequence service exits to match the buyer's standalone readiness, manage the stranded cost exposure for the seller, and handle the financial true-ups, asset transfers, and knowledge handoffs that close the agreement cleanly. For sellers, we identify and eliminate stranded costs before they become permanent. For buyers, we ensure no critical capability is dropped at exit.

• Carve-Out and Separation Program Leadership - A TSA is one workstream inside a larger separation. We lead the full carve-out program — legal entity setup, IT separation, data migration, employee transfers, customer and supplier notifications, regulatory filings — and integrate the TSA into the broader plan so nothing falls between workstreams. Our Transition Services Agreement experts bring the cross-functional view that single-discipline advisors can't.

Middle market and PE-backed deal teams choose Stonehill because we combine the operating depth of a large advisory practice with the speed, accountability, and partner-led delivery that boutique engagement demands. We don't staff junior pyramids or sell follow-on work the separation doesn't need. The Big Four and other large firms aren't structured for deals under $300 million — their pricing model doesn't fit, and their delivery model isn't agile enough for the pace a middle market carve-out requires. Stonehill is purpose-built for this work.

If you have a carve-out in diligence, a TSA being negotiated, or an existing agreement that isn't working, talk to the Transition Services Agreement (TSA) experts at Stonehill. We'll tell you what's working, what isn't, and what it will take to get the separation across the finish line.