The Situation
A well-established company in Southern Germany had invested millions of euros over many years into developing a proprietary software platform. The product was strong. It had grown organically through word of mouth alone, without any structured sales or marketing effort. But the company had deliberately avoided external investors, and no professional commercialization had ever taken place.
When the decision was made to carve out the software into its own entity, the newly appointed CEO faced a long list of unknowns. The new company had no board, no reporting structure, no go-to-market function, and no external capital. It was, in every meaningful sense, still a project inside a parent company. Not yet a business.
The employees carried years of expertise but also years of operating inside the safety of a larger organization. The shift to an independent, fast-moving software company required not just new structures but a fundamentally different mindset.
Approach
Uhlig Capital was initially brought in by the new CEO to help establish a professional board and governance structure. From there, the mandate expanded step by step as deeper structural challenges came to light.
Board Setup and Reporting
The first priority was building a functioning board and a reporting structure that would give shareholders transparency and hold up to scrutiny in a future M&A process. This was not just a governance exercise. It was the first time the business had to articulate its own performance clearly and independently from the parent.
Uncovering Structural Issues
The new reporting made structural problems visible quickly. Questions emerged about the company's true commercial potential. Uhlig Capital developed a detailed financial model to quantify the opportunity and provide a fact base for every conversation that followed. With shareholders, with potential investors, and with the team itself.
Proving the Model Through Execution
Theory alone was not enough. Uhlig Capital took on an interim operational mandate and assumed responsibility for sales. During this period, the company achieved record revenues, validating the hypotheses from the financial model in practice. These results created the confidence needed to approach the capital market.
Preparing for and Enabling a Funding Round
Armed with proven commercial traction, the team prepared to raise external capital. In the end, after the benchmark had been established and momentum was clear, the parent company decided to lead the round internally. The proof of concept had created enough conviction to act.
Restructuring and Organizational Development
With funding secured, attention turned to building the organization for real. Personnel restructuring and organizational development ran in parallel. The challenge was significant: the company needed to shift from the steady pace of a protected subsidiary to the speed and courage of an independent software company. Employees who had spent years in a stable environment were encouraged to step up, take ownership, and move into roles they would not have considered before. Many did exactly that.
Interim Leadership and Capability Building
Hiring key talent proved difficult. The company lacked the market presence, the processes, and the employer brand to attract senior hires on its own. Uhlig Capital filled critical gaps by placing interim leaders across sales, marketing, and partnerships. These interim mandates were not placeholders. They built the go-to-market engine from the ground up, established repeatable processes, and created the foundation the company operates on today.
The approach throughout was the same: hold the line until internal capabilities were strong enough to take over. Then hand back responsibility.
New Leadership Team and Handover
In the final phase, Uhlig Capital supported the hiring of a new leadership team. Once the right people were in place and the organization could stand on its own, the mandate was concluded. Successfully and by design.
Outcome
What started as an internal software project is today a fully independent SaaS company and a serious competitor in its market.
The company has a professional board, clean reporting, a functioning go-to-market organization, and a leadership team built for its next phase of growth. It raised capital, proved its commercial model, and completed the transition from a sheltered subsidiary to a self-sufficient business.
The employees who went through the transformation grew with it. People who once operated inside the comfort of a larger organization now lead functions, own budgets, and drive the company forward.
Uhlig Capital's mandate ended the way it was designed to: with the company running under its own power.
Key Takeaways
- A carve-out is not a transaction. It's a transformation. Separating a software asset from its parent is the easy part. Building it into a real company requires governance, commercial traction, organizational development, and above all, leadership.
- Proving potential requires more than a model. Financial projections create conversations. Revenue creates conviction. The willingness to step in operationally and prove the thesis in practice was the turning point.
- People are the hardest part of any transformation. Structures and processes can be designed. But encouraging people to leave their comfort zone, take on bigger roles, and believe in a new reality requires patience, presence, and genuine commitment.
- The goal is always self-sufficiency. The best outcome for any operating partner mandate is becoming unnecessary. Building capabilities, not dependencies.
