Inside the Process: A Firsthand Account of Selling a Business
In the first article in this series, Adam Zimmer shared lessons from the founder’s perspective, emphasizing that the smoothest sale processes are rarely built in the months leading up to a transaction.
To complement that perspective, we spoke with Aaran Newman, Managing Director of Auto-IT, who, in conjunction with his partners, recently guided the business through its own sale process. While preparation played a critical role, Aaran found that some of the most valuable lessons emerged once the process was underway.
In this interview, Aaran reflects on the realities of navigating a transaction and the aspects of the journey that often catch business owners by surprise.
Lesson 1: The Right Advisor Can Alleviate the Process
Auto-IT had explored a sale once before, nearly a decade earlier, and came away from it cautious. The buyer in that first attempt was never especially serious about acquiring the company, and the leadership team spent considerable time and energy on a process that ultimately went nowhere.
“They were really just gathering information about the industry,” Newman said. “The second time around, we felt it was important to hire an advisor with deep experience to help guide us.”
The support of an advisor was particularly valuable in helping the team prepare the information memorandum and organize diligence materials before engaging buyers. The difference between the two experiences came down to having the right people in the room from the start.
Lesson 2: Buyers Care More About Your Past Than Your Future
Like most sellers, the Auto-IT team invested heavily in their forecasts, building and refining projections for their information memorandum. A reasonable forecast does help a buyer get oriented, but Newman was struck by how little those numbers were scrutinized once diligence began.
We spent months rebuilding forecasts and pulling them apart again,” he recalled. “Buyers asked sharp questions about the underlying assumptions, but the real work was on the historical record: how the company had actually performed, and how those results were measured. The forecast set the direction, and past performance was how they validated it.”
Lesson 3: Small Details Can Draw Scrutiny
Every diligence process has areas that attract more attention than you’d expect. For Auto-IT, one of those was license reconciliation. Because the company sold multiple license types across different customers and regions, buyers wanted to understand precisely how those licenses were structured and counted.
The company’s international footprint added another layer. Operations spanned several countries, which meant diligence reached into local employment laws, taxation rules, and transfer pricing between jurisdictions. None of it was unmanageable, but each item required time and careful documentation to resolve.
Lesson 4: Legal Details Add Up
During due diligence, Auto-IT discovered that some of its older developer agreements did not clearly assign intellectual property rights to the company, creating uncertainty around ownership of software developed over the years. Auto-IT didn’t identify the issue before entering into a sale, so the issue had to be resolved while the transaction was already underway.
While this wasn’t a major obstacle, it became an unnecessary distraction at a critical stage of the process. Looking back, Newman recommends ensuring IP ownership is clearly documented before entering a sale process to avoid potential delays or complications.
Lesson 5: Keep the Circle Tight
Running a sale process creates internal challenges, and confidentiality is one of the hardest to manage. At Auto-IT, the leadership team deliberately kept the process contained, with only a few people involved internally:
- The CFO, who supported most of the diligence work
- The CIO, who stepped in during technical diligence
- The COO, who provided operational context
The broader team was informed only once the transaction had closed. This helped minimized distraction and allowed the rest of the organization to stay focused on customers as the deal progressed.
Lesson 6: The Hardest Part Is Running the Business While You Sell It
Perhaps the most practical lesson was simply how demanding the process can be. From early preparation through diligence, the transaction typically takes 10-15 months. Throughout that period the leadership team still had to run the business day-to-day.
“You’re essentially doing two jobs at once,” Newman shared. “Time management becomes critical: staying focused on the health of the company while carving out the hours to work through diligence requests and transaction details. Delegation and strong internal leadership were what kept performance steady through it all.”
In Conclusion
If Adam’s lesson was that preparation matters, Aaran’s is that preparation pays off in ways you don’t always expect. A sale process has a way of shining a light on every corner of a business. The stronger the foundations, the fewer surprises you’ll encounter along the way. In the end, exit readiness isn’t a project, it’s the byproduct of running a good business.
At Perseus, we invest years into building relationships with prospective sellers. Whether you’re preparing for an imminent sale or simply want to start the conversation early, we’re always happy to connect.
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