Shareholding-as-a-Service

A secured framework for carving out non-core business units for restructuring, liquidation or M&A purposes.

Related expertise

Restructuring Performance and Transformation (RPT)

Shareholding-as-a-Service is a carve-out model that allows companies to separate their core business from their non-core assets in order to restructure, liquidate or sell these non-core assets outside of their core business. This is achieved by transferring the non-core assets to a "restructuring shareholder" or a trustee, which facilitates their short-term deconsolidation, reducing liabilities and risks associated with the core business, while maintaining control via a restructuring agreement. Likewise, Shareholding-as-a-Service can be used as an investment vehicle to acquire businesses.

When is Shareholding-as-a-Service beneficial for businesses?

Shareholding-as-a-Service secures the operational continuation of the business unit while mitigating management risks and retaining restructuring opportunities, providing an attractive, customizable and efficient solution in several use cases.

Marcus Wolf

Partner

London Office, Western Europe

From a sell-side perspective, a parent company can realize a carve-out via Shareholding-as-a-Service, e.g., when a certain business unit is not performing well or does not offer a strategic fit with the rest of the group. This usually complicates investor communications and refinancing options, which is why deconsolidation is helpful as a first step. In the second step, those non-core businesses can be restructured and/or sold.

From a buy-side perspective, acquisitions via Shareholding-as-a-Service offer an indirect and uncomplicated option. For example, small yet critical suppliers can be easily acquired by conglomerates without having to go through the traditional, full M&A process and without taking the supplier on the balance sheet.

Shareholding-as-a-Service also enables debt-to-equity swaps for banks, as it allows them to convert outstanding debts into equity without having to directly act as shareholders. The shareholding service provider takes over the shares and manages them, while the banks are immediately compensated by the provider.

In all use cases, the non-core businesses can be restructured or made fit for sale while being within a secured environment with reduced risk and exposure to the main business.

What can Roland Berger offer in terms of Shareholding-as-a-Service?

Roland Berger acts as a key intermediary between the client and the Shareholding-as-a-Service provider, ensuring a well-structured transaction and successful restructuring.

Tom Hartmann

Principal

Frankfurt Office, Central Europe

Before the transaction, Roland Berger conducts a detailed financial assessment, calculating the transaction budget and evaluating post-transaction financial and liability risks. Our services include developing a comprehensive turnaround concept and providing a financing confirmation to secure the transaction.

After the transaction, we assist in the strategic and operational turnaround management of the carved-out business unit. This includes implementing restructuring measures, monitoring progress and ensuring financial stability. If unexpected liquidity needs arise, we reassess financial requirements and support follow-up financing. Roland Berger can also provide experienced executives, such as CROs and CFOs, to drive the operational transformation. Additionally, we can assist with M&A and corporate finance services if needed.

By guiding the entire process, Roland Berger ensures that Shareholding-as-a-Service transactions are executed smoothly while securing the financial and operational stability of the carved-out business.

How we helped other clients

Restructuring of portfolio company via Shareholding-as-a-Service (sell-side example)

A publicly listed transportation company had decided to focus on its core business and adjust its company portfolio by selling its non-performing, non-core business units. Unfortunately, one of its non-core subsidiaries faced a liquidity crisis and could not be sold successfully. As a result, the parent company decided to carve out the unprofitable subsidiary with the help of a Shareholding-as-a-Service transaction. This resulted in a quick clean-up and adjustment of the portfolio strategy, while the subsidiary was able to be refinanced and restructured separately by Roland Berger under the shareholding provider's special purpose vehicle (SPV).

Restructuring of portfolio company via Shareholding-as-a-Service (buy-side example)

An international conglomerate faced a critical challenge when one of its strategic suppliers fell into financial distress. Given the conglomerate's complex M&A processes and the desire to avoid direct or indirect acquisitions, a traditional rescue approach was not feasible. Instead, the company opted for a Shareholding-as-a-Service solution to address the situation. This innovative approach allowed the conglomerate to stabilize its supply chain without deviating from its core business or triggering lengthy internal approval processes. Through the Shareholding-as-a-Service transaction, the distressed supplier was carved out into a special purpose vehicle (SPV) managed by the shareholding service provider. This arrangement enabled the supplier to be consolidated, refinanced and operationally restructured with the help of Roland Berger. Meanwhile, the conglomerate ensured uninterrupted supply chain operations without taking on the burden of direct ownership or management.