Core Concepts
2 min readRemainCo, SpinCo, and Carve-Out Terminology
The vocabulary deal teams use to talk about who keeps what — worth getting precise, because loose terms lead to loose models.
- RemainCo
- The parent entity as it exists after the divestiture closes — everything the seller keeps.
- SpinCo / NewCo / carve-out entity
- The divested business, whether it's sold to a buyer, spun off to shareholders, or stood up as an independent company.
- Carve-out
- The general term for separating a business unit from its parent, whether the outcome is a sale, spin-off, or IPO.
- Spin-off
- A carve-out where shares of the new entity are distributed to the parent's existing shareholders rather than sold to a third party.
- Divestiture
- A sale of a business unit to a third-party buyer — the scenario modeled in DiligenceDesk's Golden Hour example.
- Sell-side / buy-side diligence
- Diligence performed on behalf of the seller (proving the asset and defending value) versus the buyer (finding risk and negotiating price down). DiligenceDesk is built for the sell-side view.
Getting these terms precise matters because the same cost can be a stranded cost for RemainCo and a one-time separation cost for SpinCo — mixing up whose books a number belongs to is one of the fastest ways to double-count or drop a cost in a separation model.
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