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“If you plan to grow inorganically through M&A, you need to sit down and define your back-office execution requirement early on in the process." - Dustin Delewski
Stop focusing on your GTM front office. None of it matters when if the back office is not integrated properly. In this interview, Dustin Delewski, Director of M&A Integration Management at Cardinal Health, dissects go-to-market for successful integration.
You start by creating a set of guiding principles and refer to them often. Then, as the team encounters competing priorities and decision swirls, make sure these guideposts align with the deal rationale. And then, the business should leverage the IMO team to bring a disciplined approach to the table.
For go-to-market, we use a framework that includes an assessment of both businesses across eight different go-to-market areas. And then, we use that assessment to evaluate the integration points and considerations for the various business processes.
So keeping those go-to-market factors in mind, we start following the framework by completing the go-to-market integration, assessment mapping exercise that maps each of these areas to the back office.
This aligns the team on the current state of the business where there are overlaps and differences and highlights where the deal enables opportunities.
And this helps the teams think through integration considerations, particularly regarding prospecting to customers in order to cash.
Prospects to customers is the process that supports all the steps from reaching potential customers to winning the business and onboarding the customer. So this is your:
The order to cash often referred to as OTC is the process supports all the steps from ingesting an order from a customer to collecting the cash for that order.
So that would include
It is a functional area, but it could be several functional areas as part of the process. So that was order to cash, we have a procure to pay, recorded report, like to distribute.
So concept to market, there's a process when you're taking an idea to market. The market intelligence step, that's where you're identifying:
It's almost like a menu too, though I think only some companies would do some of the items on this list.
You don't just take the finance team and integrate finance in the finance because the finance team might be doing sourcing and indirect procurement and a whole host of things, where in a bigger corporation, your finance team is doing finance like FP&A budgeting forecasting.
So you have to break the work down into the business processes no matter who's doing the work. How are we going to plug how they source indirect items today? How will they source it tomorrow, no matter who might be performing it today? It could be the CEO that does it at a smaller company.
Your prospect-to-customer and order-to-cash business processes support the back-office execution of your go-to-market plan.
The last situation that you want to find yourself in is for the sales team that executes flawlessly on their half of the go-to-market strategy with a bunch of business and a bunch of customers. Then once the customers start interacting with your back office, they have a bad experience on receiving invoices, receiving customer support and trying to pay their invoices.
It's important to ensure everything's aligned before you start introducing customers to the back office piece.
Doing this exercise with the marketing team, sales team, and business process owners in the room simultaneously gets everyone on the same page and we make sure we don't have any gaps in our integration planning or any bad assumptions.
The IMO facilitates it, any workshop meetings, and the mapping process. Still, the business needs to remember that they own the strategy, processes, and go-to-market execution.
The value of this assessment is dependent on their commitment to the process. The teams involved in the initial mapping process may vary by business and depend on where we are in the deal timeline.
You may have constraints to accessing some resources if you're early in the deal. Still, we try to include representation for marketing business development, sales, finance, general managers, business process owners, and commercial technology support.
We have different marketing go-to-market areas we focus on eight of them. Different businesses might align these differently, but we look at the following:
It's an iterative process; you'll go through this again and again and again depending on how the deal structure, it'll become very apparent where we need to focus our time and energy.
Ideally, you would map out the current state of the acquiring business, the current state of the target business, and then using that information to call out areas that overlap, areas that have net new capabilities, and this is where some of your deal revenue synergies may show up.
This would have a big star next to it that this is a high priority for integration. Within each of these areas, we can map them to the integration points and related considerations.
As we all know, each deal is different and nuanced. So it's possible that some of these buckets wouldn't be relevant for the assessment process for every deal, but it doesn't hurt to go through the complete exercise at least once so you can rule out scope. It's easier to rule out scope than assume that there isn't scope there and then you have to go back later, and turns out there is.
This is where we would have documentation of the scope and size of the market.
For any market geographies and growth opportunities, as a result of the deal, we would highlight market trends relevant to the deal, the impacts on the sales pipeline of each business, brand recognition considerations are big here and then in strengths and weaknesses.
So you're getting the team to get the lay of the land and diving in a little bit deeper than they may have during the initial management meetings.
For market strategy, as it maps the prospect to customer integration, you'd want to think about how the decisions you're making in your marketing strategy.
In order to cash, the process components to consider would be any documents that the customers receive that include any branding. So if you do a rebrand or co-branding, you have to go through and update the logo on any customer-facing document, invoices, statements, and stunning letters. So any document that's a result of the order to cash process.
And anyone who has had to do that before in technology, it's a lot more complicated than it sounds. So it's good to plan for that in budget according to your integration budget.
If you're buying a business that has a complementary product, how are we going to bundle those together? What's the story we're going to tell?
So that will take a lot more integration thinking if you are buying a business where it's the exact same product, and maybe you're just entering into a new geography, you might not have that much to integrate into because there are so many similarities.
We typically have a business sponsor executive business sponsor, but then we have leaders in each of the functional areas.
For this area, the team will document the customer segmentation, any customer satisfaction measures in scoring, customer types, counts, key customers, contract structures, any customer journey mapping, strengths and weaknesses.
That's telling things like customer journey mapping. If the other side doesn't have that, then there's probably some work to do before you even can start integrating. You have to know where you are to where you're going.
If they don't have one, then maybe take a step back out to the customer journey. Sometimes it's nice to have a customer segment; it depends on where a business is and its life cycle. If you have a tiny team, they may not have something like a customer journey map.
Everyone has it in their head, and it's just a matter of getting it down on paper, so for the customer integration points, for a prospect-to-customer, it could include the pricing process, customer, and contract structuring.
It may be that if you're buying an entity that has complementary products or services that your current customers would use, then you'll have to think through amendments and addendums to the current contracts for those new products or offerings.
Customer contract structuring is tricky. This is a real thing to dive deep in when you're integrating because often, the contracting team and the sales team will write contracts that the system can't process, like the system is not built right. And so you end up with a lot of manual processing outside of this system.
So if your process can handle a hundred customers and you're actually buying a business that will double that significantly increase it, you have to look to see if your processes and your teams can handle that volume.
There's the data mapping, figuring out which bank account the receivables should go to. Then, customer service integration and training, profitability reporting, your receivables management and bad debt assumptions, and this is where the communications team and any customer change management resources should be leveraged to roll out any customer-facing changes.
So a lot is going on here, especially if you're integrating a business with completely new customer segmentation.
This includes your distributor identification, channel types, partner performance, geography, any technology-enabled ordering strengths and weaknesses. From order to cash and prospect to customer, really, the biggest implication here is your ordering.
The other business process that would be heavy here would be your make-to-distribute or receive-to-distribute business processes, depending on whether you have a manufacturing or warehousing component. This is more of your supply chain side of the equation.
You'll see some of these overlaps like with the pricing and the contracting, depending on from which angle you're approaching it at either the customer pricing strategy versus a product pricing strategy.
So each business's products and services portfolio, their value props, the pricing strategy, strengths and weaknesses. And then for the prospect to customer, this will tie back to your pricing strategy and management and your customer contracts implement implications.
In order to cash, items to consider would be the product master data, and any new revenue streams. New revenue streams are a simple litmus test on how complex your integration will be.
If you're acquiring a business with new revenue streams that are different from your current revenue streams, your current order to cash process team and system will probably need a lot of work to accommodate any new revenue streams, because they were built around the current revenue stream.
Businesses tend to build their systems around their processes. So this is an area where leaders underestimate the level of effort to make changes in addition to like order ingestion, processing, and invoicing. So this is an area where you want to ensure you have many integration budgets set aside.
It's your value drivers for each business. So that could include key capabilities.
The way this bucket would map to prospect to customer and order to cash integration would depend on what the team identifies in this section as the value drivers because they're very specific. This section is important because what the team identifies as a value driver should drive the integration priorities and urgency.
We want to maintain the current value drivers and we want to implement the infrastructure to support the new value drivers as quickly as possible.
It could be part of that customer value mapping that should highlight where your drivers are.
So this is the structure of the entire organization, which means where the new business will roll up into the acquiring organization, as well as the reporting structure and team structure for the businesses.
Here, you'd want to consider if it's a carve-out versus stock deal, because that would determine which employees are coming with the deal and which areas you may need to have a TSA for to support the process before you're able to fill roles within your business. This includes
Identify those salespeople and account managers as key talent and have a plan in place to retain them.
Sales incentive program and programs objectives, incentive percent amounts, the payout structure, and teams should really be thoughtful here and this is where the human component comes in. You're bringing two different teams together.
They might have completely different incentive programs. Leadership really needs to take a step back and say, how do we want to incentivize these teams to work together, to sell what we're trying to sell?
But from a back office standpoint, the highlight is in the prospect-to-customer process where you have your managed variable compensation.
So you could have a system that manages this for you. I think, surprisingly a lot of teams do this manually in Excel, based on sales data. Any adjustments you're going to make with bringing new sales folks in, or maybe revamping the compensation process or the incentives, you have to ensure that this step is covered in the integration.
Do you have to create a new incentive to meet your deal objectives? You want to make sure that, however that this program structure today is going in line with your deal objectives.
This is the overall sales process and the strengths and weaknesses of the business. It's where the team would discuss the enablers required to achieve the revenue objectives of the deal. So this is where you ask the sales team:
It's a good opportunity for the combined teams to build the optimal process to support sales efforts.
And then, from a back office perspective, for prospect-to-customer your integration points would be anything that enables cross-selling. If you're bringing new products into the picture and anything to build that healthy sales pipeline.
So looking at how you manage your sales pipeline. But then it also depends on whatever the team identifies that enables them. So it could be any part of the process really that they identify as an enabler.
After doing that mapping, the further along you get into the deal, the more access you're going to have, you can go deeper into the teams to draw the expertise out.
So our processes and teams going to be absorbed into the acquiring business unit, into the acquired business unit, or is it going to be a hybrid where it's the best of both business approach, which is ideal, but probably the harder of the integration choices.
Suppose you have a nice chunk of time between sign and close. In that case, you can actually get a lot done because typically by the time you sign the sprint to get the legal tax finance due diligence is out of the way and you have more opportunity to get time on calendars to do the integration planning.
So if you're going to have a quick sign and close, you'll probably have to wait 'till after to really dive in and get access to the experts. I would say that you do it as early as feasibly possible.
Every deal has different priorities and timing. Assess the risk of postponing the assessment, and since the IMO team typically has that big-picture view, we would evaluate if the success of the deal relies heavily on revenue, synergies and nailing the go-to-market strategy.
So if that's the case, the deal is very revenue heavy, the IMO should insist on starting that assessment process as soon as possible. But if you have a deal that's more of a tuck into the core business, or if it's more of a cost-savings play, you could probably get away with executing the assessment later.
Just like anything, it's important to take the time in the beginning of the planning process as much as possible. So you can save time from misalignment and confusion in the execution phase where the stakes are a lot higher.
If it's a huge deal, we're going to have a steering committee of really high-level leaders, but we always have an executive sponsor, and it could be that we report directly to that executive sponsor on either a monthly basis or a quarterly basis, depending on when where you are at the deal.
Sometimes that sponsor likes to have their finance, HR, and important business partners at the table for that report out as well.
Go-to-market will be a lot higher for those revenue synergy deals and a lot higher if we're getting into new territories. We have a section that says new to the acquiring business current state, because those are things we'll have to learn. We're going to have to get up to speed.
Ideally you'll have key talent staying on from the acquired company to help get you there, that's why they're identified as key talent and why we have retention programs. But the more differences there are, the heavier the integration and the learning curve will be.
It's part of our due diligence process where we collect information from each of the teams, each of the work streams. This is more at the functional level versus the business process level, but they actually turn in a template where they have any incremental recurring costs that they think we're going to incur because of the deal.
So it's not our run rate. It's not in their run rate. But then also all integration costs that we need to consider for the deal.
It's the smaller deals that are actually going to be more expensive to integrate, because if you think about it, a smaller team, a smaller company, they're probably on QuickBooks or some nimble accounting system, Cardinal Health uses SAP.
Something like the network, it's more of like how many facilities and building sizes versus the actual cost of the business.
You could be buying a tiny company, but if they have a huge office that we're trying to get on our network proportionally, it would look really weird compared to a bigger business with the same office space.
This is where the maximum goes slow to go fast comes into play. A lot of people are working off of their mental map of what that process looks like and that could be based on their heuristics; they're not experienced with the process, just making assumptions. So, mapping it out and getting everyone on the same page is step one in my mind.
Some leaders want to blow over the project management portion of the program. So you really want leadership support that the team should take the time to sit down and complete it and be very deliberate with how they think through it.
Remember that this is a framework, it's supposed to be flexible depending on the deal. So the team needs the focus on the areas that are relevant to hitting those objectives.
So that would be the sales team and the marketing program that you need that sound infrastructure and process in place to support your execution, and not discounting the complexity of what that infrastructure may look like.
If you plan to grow inorganically through M&A, sit down to make sure that you're defining your back-office execution requirements early on in that process.
The more customization you add to your system, the harder it is scale and you lose flexibility.
"If you plan to scale with the new revenue streams, try to make decisions so your hands aren't tied down the road. Build your systems with the future in mind". - Dustin Delewski.
So let's say, you're on an ERP system and you're purchasing a company on the same ERP system. So you wouldn't want to overlook and not budget for integration there, you'd really have to dive in to see if you are going to migrate one of the businesses to a single system that the system can accommodate it or if you need to actually build things out within it. It's a lot to think about.
