During Q4 2015 Highroads sold the assets and IP for their “V1” services, including physical assets, IP, licensing, customer base and staff to Enrollment Advisors, now DirectPath, LLC.

The asset sale required a project to divest software, development environments, QA environments, staging environments, demo environments, training environments, DR environments, and production environments for the “V1” software product.  Secondary systems including monitoring, security analysis, edge networking (firewalls, load balancers, etc.,) and backup systems had to be either migrated to the purchasing company with replacements provisioned in Highroads infrastructure, or newly provisioned identical systems provisioned in DirectPath infrastructure.  Tertiary systems requiring migration and/or new provisioning included corporate applications (Wiki’s, CI/CD software, JIRA, etc.,) physical office installations and office hardware.

To be compliant with the Sale Agreement and Transitional Services Agreement 80% of the work had to be carried out by Highroads with zero downtime to either organization in a timely manner as defined in the sale documentation.  A significant percentage of the sale value was held in escrow until completion and approval of the purchasing company.

The primary objective was to stand up a brand-new infrastructure for the purchasing company that was identical to the existing Highroads infrastructure, driven by the physical assets, licensing, and resource reallocation as defined in the sale agreement.  Where required, either company would have to purchase a new/replacement component for divested infrastructure/services.

Highroads lost 40% of the IT Operations staff due to the sale, with staff being moved to DirectPath, whilst realizing a further 20% attrition of resources during Q4 2015.  A significant risk was present due to the staff moving to DirectPath were long-tenured staff, and the Highroads retained staff were all of less than 1 year’s tenure to the company, this was realized a major deficit in understanding of the company-specific unique configurations of systems.  Mitigation was implemented by bringing in dedicated private consultants focused on networking/security, systems and virtualization, and generalists to address the resource/capacity shortfall.  Further supplementation was made by bringing in a dedicated project coordinator to work directly at an equal level with both purchasing and selling companies, as well as provide direction and management to consulting staff.

Secondary challenges involved the complexities of divesting, reallocation, and migration of vendor services, subscriptions and licensing.  Various issues arose that were conflicting to the definitions of the Sale Agreement and Transitional Services Agreement due to legal agreements and restrictions in place with vendor contracts and MSA’s in place with Highroads.  Mitigation revolved around on-going discussions, mediations, and negotiations with Senior Executives in DirectPath in parallel with legal counsel.