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Human Capital Divestitures

Navigate the complexity of a divesture to improve results and increase bottom-line goals

The separation of a company’s business through a divestiture enables investors, boards, and executives to realize better valuations, achieve higher bottom-line financial goals, and align the business to its strategic objectives. However, the process can be complex and requires consideration of many factors, including financial, capital markets, legal, human capital, risk, and tax. Issues that arise depend in large measure on the degree to which the businesses were integrated before the transaction, the extent of the continuing relationships between the businesses after the transaction, and the structure of the transaction.

To help our clients achieve success, Aon addresses a wide range of human capital issues that arise from a divestiture for strategic buyers, financial buyers, or a new entity.

Aon’s Human Capital Divestiture Solutions include:

Business Valuation

Develop integrated strategy aligning human capital terms and conditions with the offering memoranda, human capital pro forma financials, including business standalone financial statement adjustments, Sale & Purchase Agreement & Employee Matters Agreement, management presentations, and negotiation strategy.

Leadership Engagement

Implement leadership incentive and retention strategy aligned with transaction objectives.

Internal Due Diligence

Identify population by country, employing legal entities, terms and conditions of employment, retirement and other liabilities, such as + funding and book reserve status, workforce separation risks and obligations, and potential curtailment and other charges to gain or loss on sale.

Due Diligence Data Room

Collect and populate seller data room with corporate-sponsored HR, Executive Compensation, and Compensation and Benefits programs, and business-specific and country-specific programs as applicable, as well as respond to buyer questions and HR and risk assessments.

Sales Agreement Negotiations

Review seller’s initial purchase agreement covering representations and warranties, conduct of business between sign and close, employee matters provisions, including potential employee lease arrangements, no-hire and non-solicit protections, and transition services. We also assist with purchaser or seller negotiations.

Communication and Change

Develop announcement strategy and rollout, consider need for ongoing employee updates, identify country-specific communication requirements and implement process for addressing questions and concerns.

Transition Planning and Separation Support

Determine global HR separation issues, establish separation strategy, and provide support for a seamless separation of divested business with necessary standalone setup or HR transition services agreements, as needed.

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Driving M&A Deal Value Through Strategic Due Diligence

 

 

 

Aon is not a law firm and does not practice law or provide legal advice.


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The Aon Advantage

Aon’s Strategic Advisory practice deeply experienced global team focuses exclusively on people, risk, and human resources issues during a divestiture. Our consultants worked on thousands of engagements over the past decade with some of the world’s most sophisticated companies and private equity firms. We provide a unique combination of human resources expertise, organizational transformation capabilities, business strategy and operations, and risk solutions. We helped our clients address the most critical human capital issues to optimize the value of the transaction both on the buyer and seller side of the deal.