Semiconductor-Fab Carve-Out Diligence Director

The mandate

The seller reports attractive fab earnings using corporate utility rates, pooled spare parts and depreciation that does not reflect required tool refurbishment. Wafer inventory crosses processes before legal ownership is clear, and strategic suppliers hold prepayments outside plant working capital. The buyer needs a stand-alone cash and capital view before committing to a negotiated perimeter and transition services.

The ten-week deliverable comprises a stand-alone earnings bridge, wafer and supplier working-capital analysis, catch-up capital plan and separation-cost case. Milestone one closes perimeter and source mapping in week two; milestone two establishes inventory, utility and tool economics in week five; milestone three completes capex and TSA downside in week eight; milestone four delivers value and negotiation sensitivities.

The client will provide fab ledgers, wafer movement and yield data, tool registers, utility consumption, maintenance histories, supplier contracts, prepayments, capital plans and seller workrooms. Acceptance requires the stand-alone bridge to reconcile, sample wafer lots to trace through ownership and cost, and three capital-and-volume scenarios to show cash need. Finance and operations sponsors jointly approve the evidence book.

The assignment excludes technical certification of tools, environmental or legal opinions, tax diligence, purchase-agreement drafting and independent valuation. Consultants may quantify implications of condition, permits or contract terms supplied by specialists but cannot determine engineering fitness or legal transferability. Plant access follows seller safety and confidentiality controls.

All models will retain volume, yield, energy, labour, maintenance, inventory and capex drivers rather than fixed adjustments. Buyer finance and fab operations must refresh one scenario after a late seller data release before acceptance. Integration planning or completion-account support beyond ten weeks is separately commissioned.

Why this is external work

Seller finance benefits from corporate allocation methods, plant teams focus on technical continuity and the buyer lacks a standing fab carve-out team. Equipment condition and wafer flow make ordinary financial diligence incomplete. External semiconductor transaction expertise can join operational and finance evidence without making the acquisition decision.

What you will own

• Reconcile fab revenue, manufacturing cost, depreciation, corporate allocations, inventory movement and cash to legal perimeter and production volumes.
• Trace wafer inventory through every process stage, yield, ownership, ageing, rework, scrap and customer commitment.
• Quantify stand-alone utilities, facilities, maintenance, spares, licences, quality and corporate-support requirements.
• Challenge tool ownership, condition, utilisation, refurbishment, decommissioning and replacement assumptions with engineering input.
• Map supplier prepayments, minimum purchases, consignment, constrained materials and transition dependencies into cash.
• Stress volume ramp, yield loss, energy price, delayed tool transfer and accelerated catch-up investment.
• Deliver earnings, working-capital, capex, TSA, downside and negotiation bridges with source-linked evidence.

Candidate qualifications

• Led buy-side financial and operational diligence of a semiconductor fab, packaging site or comparably capital-intensive plant.
• Traced wafer or work-in-process economics through yield, scrap, rework, ownership and customer commitment.
• Built stand-alone utility, maintenance, spare, licence and corporate-service cost from operational drivers.
• Challenged catch-up capital and tool-condition assumptions alongside engineers without presenting technical certification.
• Identified supplier prepayments, consignment and constrained-material obligations omitted from reported working capital.
• Delivered carve-out models that buyer finance and plant leaders operated independently through negotiation.

Non-negotiables

• Can complete three controlled fab or supplier visits and four milestones within the ten-week deal timetable.
• Will disclose semiconductor producers, equipment vendors, suppliers, seller advisers and competing-bidder relationships.
• Brings fab-level carve-out diligence with wafer and capex depth; general industrial diligence is insufficient.
• Accepts seller-controlled access and no authority over tool fitness, legal perimeter or investment approval.

1. 49 words maximum. Describe a fab diligence finding where wafer flow or yield changed the stand-alone cash case.
2. 49 words maximum. Which tool or utility assumption most often hides catch-up capital in a carve-out?
3. 49 words maximum. What seller evidence must be available before you accept reported wafer inventory value?