Facing a hard divestiture clock and a multi-year transitional services obligation, a large multinational CPG enterprise turned to UpperEdge to competitively source and negotiate the systems integrator behind its IT separation, reshaping the commercial construct and materially reducing the cost of the program.
Client Profile & Challenge
The client, while undertaking a divestiture, was required, as part of the transaction, to provide transitional services to the divested business and to establish the IT separation needed for it to operate independently.
To lead the IT Separation System Integration (SI) Enablement effort, the company needed a delivery partner to own both the Discovery and Implementation phases under an unforgiving, divestiture-driven timeline. Entering the process, the client faced several critical challenges:
- A fixed divestiture and TSA clock that left little room for schedule slippage and concentrated delivery risk on the client
- Significant exposure to downstream change orders, cost escalation, and Phase 2 estimate variance if the commercial construct was not tightly defined up front
Engagement Context
The client issued a competitive RFP to three top-tier global systems integrators for the IT Separation SI Enablement program, with the selected partner responsible for delivering both the Discovery and Implementation phases. UpperEdge structured the evaluation and negotiation so that commercial rigor, not just capability, drove the selection.
What UpperEdge Did
UpperEdge provided full, fact-based support across the RFP, evaluation, selection, and negotiation process, guiding the client at every step. Specifically, UpperEdge:
- Built a customized evaluation and negotiation strategy engineered around the divestiture and TSA deadlines
- Issued prescriptive commercial term sheets so integrators responded to the client’s expectations rather than their own boilerplate
- Normalized proposals across scope, resources, and rates, and benchmarked pricing against market and supplier-specific data
- Advised senior executives and prepared talking points ahead of key vendor negotiations
- Conducted detailed written reviews of every statement of work and contractual document
- Pressure-tested assumptions, exclusions, and dependencies to expose and close estimating gaps before signature
Results
Guided by UpperEdge’s strategy, market data, and negotiation execution, the client signed a competitive agreement with its selected integrator and a commercial construct built to protect the program through delivery. In the process, the client realized a 42× return on its investment in UpperEdge’s advisory.
Commercial Movement: Opening vs. Negotiated Agreement
| Component | Opening SI Proposal | Negotiated Agreement |
| Total Staffing Fees | Baseline | Held essentially flat |
| Program-Level Discount | Nominal | 12.6× larger |
| Total Cost (excl. expenses) | Baseline | ~22% lower |
Figures are expressed relative to the SI’s opening proposal; specific contract values have been withheld to preserve confidentiality. The integrator additionally invested Phase 1 fees at-risk as a commitment to program outcomes.
Commercial Provisions
- Strong client protections and accountability — the integrator is held to its baseline estimate and bears responsibility for change orders arising from its own assumptions, sharply limiting the client’s exposure to scope-driven cost growth.
- Leverage retained by the client — flexible exit rights and committed delivery leadership keep control of the engagement with the client rather than the integrator.
Risk Mitigation
- Reduced downstream cost and delivery risk by tightening the definition of scope, assumptions, exclusions, and client responsibilities before signature, closing the estimating gaps that typically drive overruns.
- Protected the divestiture and TSA timeline by structuring delivery into discrete, individually reviewable commitments, so risk is contained and managed stage by stage rather than absorbed in a single open-ended program.
Ready to Strengthen Your Next IT Negotiation?
UpperEdge helps companies develop and execute fact-based sourcing, negotiation, and project execution strategies to maximize the value of their most important IT suppliers. If your organization is facing a divestiture, separation, or any high-stakes systems integrator negotiation, our team can help you secure a similarly competitive outcome. Explore our M&A Advisory Services to learn more.
