CHANGE IN CONTROL
Advising CIOs and IT leadership on strategies and delivering solutions to optimize spending and financial discipline through Corporate Lifecycle Events/ Change-in-Control triggers such as Mergers & Acquisitions (M&A), Divestitures, Carve-Outs, and shifts from Public to Private Equity.
Corporate Lifecycle Events that trigger CiC clauses present a contractual obligation for clients to obtain the vendor’s consent prior to the deal closing. ClearEdge helps clients turn that event into a compelling spend leverage opportunity:
Generally, all major enterprise IT contracts must be dealt with pre-close, before the CiC event
Almost all M&A activity involves a Transition Services Agreement (TSA) between buyer and seller for continuity of existing internal IT Services for a period of time, post-deal close; the presence of a TSA requires additional vendor consent and targeted pre- and post-close operational oversight
Software audits will increase as vendors mull uncertainty over the post-close account ownership and IT direction
Cloud and other “as-a-service” contracts also need contractual attention and post-close governance consideration
M&A activity frequently drives changes to OpEx and CapEx, with financial implications for IT, post-close
ClearEdge’s domestic and international experience in IT Financial and Vendor Management is ideally suited to assist our clients in navigating the strategic opportunity that CiC creates for value realization:
Obtaining consent for the CiC from each IT Vendor in a client’s environment is generally the minimum that is required, usually at an incremental cost to the client for the consent, even if no additional IP is being acquired.
Develop Multi-Year Spend Model for IT Cost Optimization.
Negotiate directly with the IT vendors on behalf of clients for consents, needed post-close IP, & TCO improvements
Partner with clients to identify high-value and high-impact vendor consolidation opportunities
Use CiC to client’s advantage for dealing with legacy contracts that contain sub-optimal terms and conditions, such as evergreen