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What is a Carve Out and what are the key points?

In February 2022, the Thomas & Piron Group acquired BAM Galère and BAM Lux from the Dutch Royal BAM Group. This acquisition enabled the Thomas & Piron group to increase its workforce by 25% (+650) and to take a leading position in the Belgian and Luxembourg civil engineering market.
GCP Consulting was commissioned by Thomas & Piron to help Galère ‘s IT team achieve their IT Carve Out within the required timeframe.

What is a Carve Out – Carve In?

A Carve Out is the sale by a company (or group) of one of its business lines. Such an operation has many implications in legal, IT, HR and financial terms…
Carve-in is the process whereby the acquiring company integrates the acquired business into its own structure.
One of the main points of attention during a Carve Out is the splitting up of the information system. This part of the operation is often contractually framed to guarantee continuity of operations for the divested entity. In most cases, a Transitional Services Agreement (TSA) governs the transition period and the services to be provided by the selling company to the divested branch before it becomes independent.

The project

GCP intervened during Carve Out. The IT teams at Thomas & Piron and Galère had already worked together to structure the project. GCP was expected to provide expertise and support in all project management tasks (planning, budget, scope, risk management, etc.).


Carve Out IT has been divided into four tracks:

  • The Track Infrastructure project aimed to migrate Galère’s data from a datacenter belonging to the Royal Bam Group to an independent datacenter for Galère.
  • The Licensing track consisted of ensuring the transition of licensing contracts: inventory, needs analysis, negotiation with new suppliers, license transfers, etc.
  • The Workplace track involved migrating O365 data from the Royal Bam Group directory to a new, independent Galère directory.
  • The aim of the IT Business Solutions track was to manage the logical separation of IT applications used by the Royal BAM Group and local IT applications, including the separation of data and licenses.

The scope of the project was therefore limited to Galère’s Carve Out. A Carve In of the company into the Thomas & Piron Group structure was not planned.


The project had 2 main constraints:

  1. Delay
    The Transitional Services Agreement (TSA) required Galère’s information system to be completely independent within a very challenging timeframe.
  2. Resource availability
    The Royal BAM Group operated several Carve Out operations in parallel (Germany, Belgium, etc.). The availability of internal and external resources was therefore a factor to be taken into account when planning tasks.

Mission GCP

GCP ‘s role in this operation was mainly to coordinate the teams in order to meet the deadline and scope objectives imposed by the TSA. GCP Consulting’s main tasks were as follows:

  • 4-track planning: Retro-planning based on time constraints and resource availability.
  • Coordination of teams based all over Europe.
  • Organization and facilitation of track workshops.
  • Risk management: Ensuring the continuity of Galère’s operations was paramount.
  • Change management: User-Guide production, communication.

In conclusion, the project was a success. The Carve Out was completed on schedule, and continuity of operations was ensured.

Written by Arnaud Rosen, consultant in Process Improvement and Change Management

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