CE Interim

Transitional Services Agreement Exit: The Clock Nobody Owns

Honeywell Aerospace became an independent public company on 29 June 2026. The company still depends on global real estate, IT, finance administration and HR services under its TSA. Honeywell Aerospace states that those services will generally run for no more than two years following the spin-off. That is the operating reality behind a transitional services agreement exit: the deal closes before the dependency chain disappears. Honeywell completed the Solstice Advanced Materials spin-off on 30 October 2025, with the Solstice Advanced Materials TSA generally limited to 12 months. Aptiv completed the Versigent separation on 1 April 2026 and disclosed transition services, principally IT, for terms of up to 24 months. Different clocks create the same exposure: legal separation happens first, while operating independence arrives dependency by dependency. A transitional services agreement exit starts with the replacement service Contract dates do not create operating capability The buyer can switch off a TSA service only when the replacement process works without seller support. The replacement needs system access, complete data, contracts, controls and a named owner. TSA exit planning must therefore work backward from the operating state, not forward from the contract date. A completion percentage proves very little. Payroll, cash movement and customer invoicing must still work after the seller withdraws. The dependency often reaches far beyond the service label. The Kenvue and Johnson & Johnson TSA dated 3 May 2023 covered a wide operating scope. It included IT, supply chain, HR, medical safety, finance, regulatory activities, sales and marketing, R&D, real estate, legal operations, government affairs, distribution and tax. The same SEC disclosure describes a separate data-transfer agreement for extraction, transfer, traceability, retention and deletion. One shared service can therefore sit underneath several business processes at once. Post-carve-out standalone operations need a full-cycle test The buyer needs evidence that the standalone company can complete whole operating cycles without the seller. This is where post-carve-out standalone operations become measurable. Test the points where functions meet, because incomplete separation usually appears there first. 1. Close the books using standalone data, approvals and reporting access. 2. Run purchase-to-pay from supplier order through receipt, approval and payment. 3. Run order-to-cash from customer order through invoicing, collection and reconciliation. 4. Complete payroll, identity administration and exception handling without parent access. This is also where carve-out execution differs from system implementation. A live application proves only that the application runs. It does not prove that the company can absorb errors, exceptions and month-end pressure after the legacy route disappears. TSA exit planning fails when rights and consents remain with the seller Technical readiness can still hide contractual dependence A configured system can remain unusable if the new company lacks the rights around it. Data may be incomplete, identities may still sit with the seller, and supplier interfaces may still point to legacy infrastructure. Regulation (EU) 2023/2854, the EU Data Act, belongs on the control map where teams reassign data access and use rights. The Aptiv and Versigent TSA makes the contractual dependency explicit. The agreement requires necessary third-party consents and states that the service provider has no obligation to continue a service if the required consent is missing and no alternative arrangement exists. A vendor consent or license can therefore remain on the critical path after the internal build is complete. The buyer should track three forms of control • Operational control: can the business perform the service without seller access? • Contractual control: does the new entity hold every license, consent and vendor right it needs? • Data control: can the company access, retain, transfer and delete the required data under its own authority? These questions keep separation management tied to operating evidence. They also prevent carve-out execution from becoming a collection of technical go-lives with unresolved legal dependencies. Separation management needs one owner for the dependency chain Functional milestones can all be green while the company is still dependent Each function can finish its assigned work and still produce a company that cannot stand alone. Finance, IT, HR, procurement, legal and operations do not become independent at the same moment. Finance may need bank mandates before close. Procurement may need supplier contracts before purchase orders move. HR may need payroll and identity controls before the parent removes access. The risk sits between workstreams, not inside them. Effective separation management needs one integrated exit condition for each service. The Separation Management Office or Separation Director must own the sequence, expose conflicts and reject local completion when a downstream dependency remains open. CE Interim documented a related governance problem in a PE-owned industrial carve-out requiring independent financial visibility and governance after acquisition. The case shows why standalone reporting and decision rights must become real operating capabilities. Spreadsheet milestones are not enough. Local entities can block TSA exit Central platform readiness does not settle local ownership A central ERP cutover does not make every local entity independent. Banking, payroll, tax, customs, cybersecurity controls and statutory reporting still need named ownership. Industrial groups expose this problem sharply because plants may depend on central systems while carrying local legal obligations. EU Member States were required to transpose Directive (EU) 2022/2555, NIS2, by 17 October 2024. The Directive covers, among other sectors, manufacturing of critical products. During separation, the operating question is direct: who owns identities, infrastructure, managed services and security processes after the seller steps out? CBAM now belongs in the 2026 cutover test CE Interim published an earlier CBAM manufacturing overview in September 2025. That article predates the current implementation details, so a 2026 carve-out must supersede its readiness context with the operative regime. The Carbon Border Adjustment Mechanism definitive regime started on 1 January 2026. Under CBAM, importers or indirect customs representatives above the 50-tonne single mass-based threshold must obtain authorised CBAM declarant status. CBAM covers cement, iron and steel, aluminium, fertilisers, electricity and hydrogen. For an affected carve-out, the buyer must prove that the standalone importer and customs process work under the new entity. Data ownership and compliance responsibility must also sit there. Western Digital and

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