Often, a company plans to sell itself within a specific timeframe. This might occur if the company is being spun off from a parent company seeking a buyer, if a Private Equity (PE) firm plans to exit the company and sell it, or if the company transitions to a non-publicly traded entity and searches for a buyer. In these situations, comprehensive preparations are necessary across various sectors of the organization such as finance, operations, legal, and technology. This document focuses on the technology aspect of preparing for sale over a three-year period. It highlights the priorities and actions that a Chief Information Officer (CIO) or Chief Technology Officer (CTO) would advocate to make the company attractive to potential buyers.

When a company is preparing for sale, technology plays a pivotal role in not only maintaining current operations but also demonstrating future potential to buyers. The plan includes a thorough assessment of the current technology infrastructure, alignment with sale objectives, optimization of IT operations, modernization of data infrastructure, and strengthening of cybersecurity. Additionally, it assists potential buyers during their due diligence process. The aim is to establish a scalable and secure foundation, ensuring that the technology roadmap supports the sale, enhances operational efficiency, and demonstrates future potential to buyers. Many of the identified practices are good practices and activities even if the company is not being put up for sale. With an adequate notification period for preparation, these activities are not overly burdensome but will have positive input to the successful sale of the company.

Scenario: Consider the case of TechCorp, a mid-sized software company that was spun off from a larger conglomerate. The CTO, Emily, faced the challenge of making TechCorp’s technology infrastructure attractive to potential buyers. Emily led her team through a comprehensive technology landscape assessment. They discovered that while TechCorp had robust software products, their data architecture was outdated, and security measures were insufficient. Emily prioritized modernizing the data infrastructure and strengthening cybersecurity. This proactive approach not only improved TechCorp’s current operations but also showcased its future potential to buyers, resulting in a successful sale.

To create a scalable and secure foundation, a new CIO, CEO, or COO must first conduct a comprehensive technology landscape assessment. This involves leading a deep dive into the current state of technology infrastructure, applications, data architecture, security posture, and IT operations. Identifying strengths, weaknesses, technical debt, and areas for optimization is crucial. Aligning the tech strategy with sale objectives ensures the technology roadmap directly supports the overall goal of a sale, focusing on scalability, efficiency, and demonstrating future potential to buyers.

Executive alignment is equally important. Collaborating closely with the CEO, CFO, and other executives ensures the technology strategy is integrated with the broader business strategy for the sale. Understanding how the technology organization currently contributes to the company’s valuation and identifying opportunities to enhance this perception is essential. This can be achieved by working with finance and external advisors to conduct an initial tech value contribution assessment.

Scenario: At AlphaSolutions, the CIO, Raj, initiated a thorough technology landscape assessment as the company prepared for sale. The assessment revealed that while the company’s software development processes were excellent, their IT operations lacked automation. Raj worked closely with the CEO and CFO to align the tech strategy with the sale objectives. They implemented automation in IT operations, which not only improved efficiency but also increased the company’s valuation, making AlphaSolutions more appealing to buyers.

Optimizing IT operations and enhancing data capabilities are also critical steps. Identifying and implementing automation opportunities across IT operations (e.g., deployments, monitoring, incident management) can improve efficiency and reduce operational overhead. Evaluating and potentially upgrading data storage, processing, and analytics capabilities ensure data integrity, accessibility, and the ability to generate meaningful insights.

When considering cybersecurity, an organizational leader must evaluate the current security posture and address vulnerabilities. Implementing advanced cybersecurity measures to protect data and systems, ensuring compliance with industry standards and regulations, is paramount. Maintaining thorough records of all improvements, updates, and strategic decisions made during the preparation period and preparing comprehensive documentation to present to potential buyers will demonstrate the company’s commitment to security.

Scenario: During the final months of preparation, GammaCorp’s CIO, Michael, focused on enhancing cybersecurity. They discovered several vulnerabilities in their systems, but due to a lack of resources and time, they were unable to address them effectively. When potential buyers conducted their due diligence, they were alarmed by GammaCorp’s poor security posture. Despite GammaCorp’s robust software products, the unremediated vulnerabilities led buyers to walk away from the deal because of potential liability exposure, highlighting the critical importance of addressing cybersecurity issues promptly.

Once the foundational improvements are complete, it is essential to consolidate these improvements and showcase the company’s technological capabilities. Organizing presentations and demonstrations to highlight the advancements and capabilities achieved through the improvements can attract buyers and secure a favorable sale. Focusing on improving the technology that directly impacts customer experience, ensuring seamless interaction, reliability, and satisfaction, further enhances the company’s attractiveness to buyers.

Scenario: At DeltaEnterprises, the CTO, Sarah, organized a series of presentations to showcase the technological advancements made over the past year. They invited potential buyers to witness the improvements firsthand. The demonstrations included live showcases of their automated IT operations and advanced data analytics capabilities. These presentations played a crucial role in attracting buyers and securing a favorable sale.

Finally, supporting buyer due diligence and ensuring a smooth transition are crucial. Actively supporting potential buyers during their due diligence process by providing comprehensive information, documentation, and access to systems can facilitate a successful sale. Collaborating with the buyer’s technology team to plan and execute a smooth transition, ensuring all systems, data, and processes are transferred seamlessly, and offering continued support post-sale will ensure the buyer’s technology needs are met and any issues are addressed promptly.

Scenario: After the sale of OmegaCorp, the CTO, Alan, ensured a smooth transition by working closely with the buyer’s technology team. Alan’s team provided detailed transition plans and offered post-sale support to address any issues promptly. This proactive approach ensured the buyer’s satisfaction and maintained OmegaCorp’s reputation even after the sale.

To summarize, preparing a company for sale requires a strategic approach to technology that focuses on scalability, efficiency, and future potential. By following a comprehensive plan and addressing key areas such as IT operations, data infrastructure, cybersecurity, and customer experience, a technology leader can significantly enhance the company’s attractiveness to buyers. Through meticulous documentation, proactive support during due diligence, and seamless transition planning, the technology team can play a crucial role in achieving a successful sale.

High Level 3 Year Plan for Sale

Below is a high-level plan of tasks and a representative timeline for preparing for sale.

Note that the plan below is high level only and is generic across industries. There is a supplemental section at the end to give a view into additional needs for a company going through divestiture or separation.

Phase 1: Year 1 – Building a Scalable and Secure Foundation

Months 1-3: Technology Landscape Assessment and Strategic Alignment

• Comprehensive Tech Due Diligence (Internal): Lead a deep dive into the current state of technology infrastructure, applications, data architecture, security posture, and IT operations. Identify strengths, weaknesses, technical debt, and areas for optimization.
• Align Tech Strategy with Sale Objectives: Ensure the technology roadmap directly supports the overall goal of a sale, focusing on scalability, efficiency, and demonstrating future potential to buyers.
• Executive Tech Alignment: Collaborate closely with the CEO, CFO, and other executives to ensure the technology strategy is integrated with the broader business strategy for the sale.
• Initial Tech Value Contribution Assessment: Work with finance and external advisors to understand how the technology organization currently contributes to the company’s valuation and identify opportunities to enhance this perception.

Months 4-9: Optimizing Operations and Enhancing Data Capabilities

• IT Process Optimization and Automation: Identify and implement automation opportunities across IT operations (e.g., deployments, monitoring, incident management) to improve efficiency and reduce operational overhead.
• Data Infrastructure Modernization: Evaluate and potentially upgrade data storage, processing, and analytics capabilities to ensure data integrity, accessibility, and the ability to generate meaningful insights.
• Cybersecurity Fortification: Conduct thorough security assessments, address vulnerabilities, implement robust security controls, and ensure compliance with relevant security standards. This is critical for buyer confidence.
• Establish Robust KPI Tracking for Tech: Define and implement key technology metrics (e.g., uptime, incident resolution times, project delivery timelines) and establish reporting mechanisms to demonstrate IT performance.

Months 10-12: Strengthening Governance and Compliance

• Enhance IT Governance Framework: Formalize IT policies, procedures, and governance structures to ensure accountability, consistency, and compliance.
• Improve Data Governance and Quality: Implement data governance policies and processes to ensure data accuracy, consistency, and compliance with data privacy regulations.
• Technology Risk Management: Identify and mitigate key technology risks, including business continuity and disaster recovery planning.
• Build a High-Performing Tech Team: Assess the skills and capabilities of the technology team and identify any gaps. Implement training or consider strategic hires to strengthen critical areas.

Phase 2: Year 2 – Driving Growth and Demonstrating Scalability

Months 13-18: Enabling Revenue Growth through Technology

• Support Sales and Marketing Tech Initiatives: Partner with sales and marketing to implement or optimize technologies (e.g., CRM, marketing automation) that drive revenue growth and improve customer engagement.
• Digital Transformation Initiatives: Lead or support digital transformation projects that enhance customer experience, create new revenue streams, or improve operational efficiency.
• Product/Service Technology Innovation: Collaborate with product development teams to leverage technology for innovation and the creation of new or enhanced offerings.
• Explore Technology Partnerships: Identify and evaluate potential technology partnerships that can expand capabilities or market reach.

Months 19-24: Focusing on Scalability and Reliability

• Architect for Scalability: Ensure that the underlying technology infrastructure and applications are designed to scale efficiently to support future growth. This might involve cloud migration or architectural redesigns.
• Enhance System Reliability and Resilience: Implement measures to improve system uptime, reduce downtime, and ensure business continuity.
• Develop a Technology Roadmap for Future Growth: Articulate a clear technology vision and roadmap that demonstrates how technology will continue to support the company’s growth trajectory post-acquisition.
• Mature DevOps Practices: Implement or optimize DevOps practices to improve the speed and reliability of software delivery and infrastructure management.

Phase 3: Year 3 – Preparing for Due Diligence and Transition

Months 25-27: Technology Valuation and Advisor Collaboration

• Provide Input for Independent Valuation: Work with finance and external advisors to articulate the value and strategic importance of the technology organization.
• Support Transaction Advisor Engagement: Collaborate with the selected investment bank or M&A advisor to provide technical insights and support their understanding of the technology landscape.
• Engage Legal Counsel on Tech Matters: Work with legal counsel to address any technology-related legal or compliance issues.

Months 28-30: Due Diligence Readiness

• Prepare Technology Documentation: Organize and document key technology assets, architectures, processes, security policies, and contracts for the virtual data room.
• Address Potential Buyer Concerns Proactively: Anticipate potential technology-related questions and concerns from buyers and prepare clear and concise responses.
• Develop Technology Transition Plan: Outline a plan for the smooth transition of technology ownership and operations post-acquisition.

Months 31-36: Supporting Due Diligence and Post-Sale Planning

• Facilitate Buyer Technology Due Diligence: Lead the technology team in responding to buyer inquiries and providing necessary information.
• Participate in Management Presentations: Clearly articulate the technology strategy, capabilities, and future vision to potential buyers.
• Support Negotiation on Technology Aspects: Provide technical expertise during negotiations related to technology assets, contracts, and integration plans.
• Develop Post-Acquisition Technology Integration Strategy: Begin planning for the integration of technology systems and teams with the acquiring company, if applicable.
Key Technology Considerations Throughout the 3 Years:
• Maintain Operational Excellence: Ensure the technology organization continues to deliver reliable and efficient services throughout the preparation process.
• Proactive Communication: Maintain open and proactive communication with the executive team and other departments regarding technology initiatives and progress.
• Focus on Security and Compliance: Cybersecurity and data privacy will be critical areas of scrutiny for potential buyers.
• Highlight Innovation and Future Potential: Showcase how the technology organization can drive future innovation and contribute to the acquirer’s strategic goals.

By focusing on these technology-centric priorities, the CIO or CTO can play a pivotal role in maximizing the company’s value and ensuring a successful sale to private equity.

Supplemental Section: Technology Tasks for Organizational Divestiture

A company going through divestiture or sale from a parent company has additional tasks that need to be completed to successfully separate from its parent. Here is a brief overview of these additional tasks

Assessment and Inventory of Technology Assets

Conduct a comprehensive inventory of all technology assets, including hardware, software, data repositories, and intellectual property. Assess the compatibility and dependencies of these assets with the parent company’s systems to determine the scope of separation needed.

Data and System Separation

Develop and execute a detailed plan for the separation of data and systems. This includes migrating data to new, standalone environments, ensuring data integrity, and minimizing downtime. Establish secure and compliant data transfer protocols to protect sensitive information during the transition.

Infrastructure Reorganization

Redesign the IT infrastructure to operate independently from the parent company. This involves setting up new networks, servers, and storage solutions, as well as reconfiguring existing systems to support standalone operations. Ensure that the new infrastructure is scalable and adaptable to future growth.

Application Transition and Integration

Identify key applications and software that need to be transitioned to the new entity. Plan for the installation, configuration, and testing of these applications in the new environment. If necessary, develop integration strategies for any applications that will continue to interface with the parent company’s systems.

Cybersecurity and Compliance

Review and enhance cybersecurity measures to protect the newly separated entity from potential threats. Establish new compliance protocols to meet regulatory requirements independently from the parent company. Conduct thorough risk assessments and implement robust data protection strategies.

Employee Training and Support

Provide comprehensive training to employees on new systems, processes, and tools that will be used post-divestiture. Ensure that there is adequate support available to address any technical issues or questions that arise during the transition period.

Vendor and Contract Management

Evaluate existing vendor relationships and contracts to determine which will need to be renegotiated or terminated. Establish new contracts and service level agreements with vendors to support the independent operations of the divested entity.

Communication and Coordination

Maintain clear and consistent communication with stakeholders throughout the divestiture process. Coordinate closely with the parent company’s technology team to ensure a smooth transition and address any challenges that arise.

By effectively managing these additional technology tasks, the company can achieve a successful separation and position itself for operational independence and future growth.