People and culture are at the heart of achieving successful M&A change:

• Strategy - How do we develop a comprehensive strategy and operating model tailored to our unique business needs?

• Culture – How do we assess cultural differences, identifying common values, and crafting strategies to foster collaboration and a high-performing culture that will drive the new strategic roadmap?

• Value – How do we unlock synergies that arise from the activity, capturing cost savings, revenue enhancements, and operational efficiencies?

• Change Management – What is the business impacts of the change and how do we equip our leaders with the tools they need to lead their teams through the transition, minimising resistance, and maximising adoption?

• Supplier estate complexity – In any integration or separation, the combined or carved-out supplier estate carries its own risks. Change-of-control clauses can trigger supplier rights to terminate or renegotiate. Duplicate vendor relationships across the two entities create rationalisation decisions under commercial and operational pressure. Assignment restrictions mean that contracts cannot simply transfer - they require consent. And regulatory notification obligations for material outsourcing changes (FCA, PRA, DORA) add a compliance dimension that integration timelines rarely account for.

• Transitional service agreement (TSA) risk – In a divestiture, the carved-out business typically depends on the seller’s infrastructure, systems, and services during the transition period. These TSAs create concentrated, time-limited third-party dependencies - where the ‘supplier’ is the counterparty to the transaction and has its own incentives to exit the arrangement as quickly as possible. Poorly scoped TSAs, missed exit dates, and under-costed clean-up create some of the most damaging post-deal value leakage we observe. The same dynamic applies in reverse for the acquirer inheriting TSA obligations from the target’s existing suppliers.

The deal doesn’t end at close. The supplier estate is part of what you’ve bought - or what you’re leaving behind. How it is mapped, rationalised, transferred, or exited will determine whether the value the deal promised is the value the business delivers.

A robust due diligence exercise should always be the first step to ensure a full understanding of the risks and opportunities.

Post-merger integrations:

We work closely with you to identify value creation opportunities across the operations (including people and culture, data, technology, and operations). We quantify value creation opportunities, develop implementation plans and provide ‘hands-on’ support.

A material integration workstream we manage explicitly is supplier estate rationalisation: mapping the combined entity’s vendor register, identifying duplicate and overlapping contracts, assessing change-of-control obligations across both estates, and producing a rationalisation plan that is sequenced to integration milestones rather than discovered reactively. Where the integration creates new regulatory thresholds for material outsourcing (FCA, PRA, DORA), we ensure notification and compliance obligations are built into the programme timeline.

Separation and divestiture:

We help you to design and establish the separation plan, governance structure, and work with you to prepare an operational handbook and the day one solutions (including service agreements (TSAs) - including their scope, pricing, governance, and planned exit dates), as well as the full standalone model and related separation cost impact.

TSA design and management is one of the highest-risk workstreams in any divestiture - and the one most frequently underspecified. We approach it as a structured programme in its own right: defining service scope and boundaries with precision, establishing governance and escalation paths, building in the exit timelines from day one, and managing the TSA as a time-limited third-party dependency with a planned termination date. We also help the carved-out entity identify which TSA dependencies it needs to replace with permanent arrangements, and sequence those transitions to avoid cliff-edges.

Where the divestiture requires unwinding or transferring existing supplier contracts from the carved-out business, we manage that process: identifying contracts that require consent on assignment, flagging those with change-of-control provisions, and coordinating the supplier communications and renegotiations that are typically needed to effect a clean separation.

We have done this before, and you are in safe hands. The DCR team members have partnered with business leaders and private equity to design, plan and successfully execute M&A activity.

We bring a senior led approach and deep subject matter expertise in key areas you will need during the change such as strategy and operating model, design, and architecture, change management, technology and data, cyber and operational resilience., and the supplier and third-party estate management that determines whether integration and separation workstreams land cleanly or create post-deal liabilities.

M&A activity is expected to continue, and we therefore focus on building your own internal capability, ensuring knowledge and skills transfer with your own team.