Managing TSAs and Unknown Perimeter Items

Keith Crawford, Global Head of Corporate Development and M&A at State Street Corporation, brings over 20 years of expertise executing some of the most intricate custody business carve-outs in financial services. In this episode, Keith breaks down the realities of carve-out transactions—from proactive deal sourcing and dependency mapping to navigating TSAs and post-close integration. He shares hard-won lessons on avoiding common pitfalls like scope creep, third-party contract renegotiations, and employee retention challenges that can derail even the most promising deals.

Things You'll Learn

• Why carve-out transactions demand bespoke approaches: No two deals are alike—discover how to identify the 20% of unknowns that templates can't capture and build flexibility into your diligence process.

• How to source carve-out opportunities proactively: Learn State Street's strategy for targeting custody business carve-outs, including the "why us" narrative and who to approach (hint: not the business unit leader).

• The integration secrets that prevent deal failure: From embedding integration experts early in diligence to managing employee retention and TSA timelines, Keith reveals how to align synergy assumptions with operational reality.

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This episode is brought to you by S&P Global.

Today's episode of M&A Science is brought to you by S&P Global Market Intelligence. If you're in corp dev or PE, you know the pain — good private company data is hard to come by. Everyone's still chasing clean, reliable, up-to-date data. I started out using CapIQ Pro for public comps, but didn't realize until recently how deep their private company coverage has gotten. Over 58 million private companies, global reach, and actually usable for real deal work. This isn't surface-level. You get real metrics — ownership, financials, funding rounds, even asset-level insights. So if you're still toggling between a dozen tools trying to piece together the picture, maybe it's time to stop guessing and start sourcing better.

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Episode Chapters:

[00:03:30] From Accountant to M&A Leader – Keith's journey from audit to becoming a dealmaking general contractor [00:06:00] The General Contractor Mindset – Why successful M&A requires orchestrating expert teams across tax, operations, IT, and risk [00:06:30] The 80/20 Rule of Carve-Outs – Why templates work for most deals but the 20% whitespace requires bespoke analysis [00:10:00] Third-Party Contract Landmines – How change-of-control provisions can blow up your valuation assumptions [00:16:00] Building Strategic Alignment Early – Embedding integration experts into diligence to bridge deal models with operational reality [00:23:00] Proactive Deal Sourcing Strategy – State Street's approach to targeting custody business carve-outs with a clear "why us" narrative [00:35:00] Leveraging Banker Networks Strategically – How mid-tier investment banks often have better contacts for carve-out opportunities [00:48:00] Culture Preservation in Integration – Lessons from the Charles River acquisition on maintaining employee morale and retention [00:52:30] Major Deal Breakers – The two red flags that cause State Street to walk away from carve-out transactions [00:55:00] The Craziest M&A Moment – A hospital room negotiation that almost derailed a major international carve-out

____________________ Questions, comments, concerns?Follow Kison Patel for behind-the-scenes insights on modern M&A.