One of the things that we noticed is that a lot of people are looking for best practices on how to manage M&A transactions. And in pursuit of creating the best project management process guide for the buy and sell-side, we posted an outline of what we thought would be a great guide and the feedback we got all over the place.
We are here to consolidate some of those ideas to figure out the key skills that a person managing M&A should have. Together with Carlos Cesta, VP and Corporate Development at Presidio, Kelly Haggerty, Founder of Nearco Transaction Advisors, and Ivan Golubic, former VP of corporate development at Goodyear.
“M&A is never the strategy, M&A is the tool I use to execute against the strategy.” - Carlos Cesta.
It all starts with your why. Clearly define your deal objective on every deal because this will dictate your strategy, approach, and priorities. Building a guide to project M&A relies on your company size, depending on how often you do deals and how many dedicated team members you have, and all of these factors just change everything.
“I call it the 5 w's, which is, Who is going to do What from Where, on Which tools and When” - Kelly Haggerty.
When building an operation model, the most important thing is understanding what the deal objective is, what you are trying to achieve, and what you are trying to solve. Once you figure that out, then you're going to be able to come up with an operating model that fits that objective. It will vary from time to time because what you are trying to solve for day one will be different from day 90, especially on day 360.
But every time you are building an operating model, you will need to figure out the 5 W’s. Who means the people you are bringing over, What are their roles and the process, Where are the facilities in scope, Which tools is the team using for efficient collaboration, and When is the timeline of the deal.
It will be hard to define the operating model before the LOI agreement, so the best time to start building your operating model is right after the LOI has been agreed on. At this point, you will have a good understanding of what the deal structure would look like, and you will now be able to map out your operating model.
From the seller’s perspective, you need to hire a banker to make things a lot easier. Now, if you are a small company, you can just get someone who has been in the company long enough to lead your deal. But it is important to understand that you cannot do this deal without someone who knows what they are doing.
When you select the person who will be in charge of the entire deal, it can’t be just a project manager. You need someone who knows what he is doing and knows the business well. The best-case scenario is to get someone from inside the business like a GM or a COO because they will know what will work and what won’t work. They will also know how to deal with serious issues that a project manager wouldn’t do, and they know who to go to for executive decisions. Normally, you would want an integration lead coming from the business unit to handle your entire project.
Employee retention is another crucial role of the Integration lead. Even though the future business owners are the ones to initiate and decide the key people to retain, it is ultimately the integration lead who needs to develop the strategy on how to retain those people.
Getting that early internal alignment is extremely critical because everybody has their own objectives inside the deal. One of the best things that you can do is treat integration as a separate diligence stream to get that continuity of knowledge from diligence to integration.
You have to create more communication between your teams to help them realize the interdependencies with one another.
You need to come up with mitigation strategies in handling cultural differences. It can affect the deal more than you think. Culture can easily kill a deal in media and entertainment because the value and the resources can walk very easily. And a lot of deals fail or did not even start because of too much cultural differences,
It all starts with your why! As long as you have a clear understanding of what your strategic rationale is, then developing your operation model should come easy. Make sure you choose the right integration lead with a full understanding of the entire business you are acquiring. Don’t ignore the cultural risks as it will make integration extremely difficult.