Importance of Revenue Synergies
Who are you asking? If you pose that question to corporate development, they would say the revenue synergy is the most important thing. It’s the deal thesis.
If I'm head of IT, I don’t care about revenue synergies. My primary concerns are data integration and system integration. I want the IMO off my back to return to business as usual. This highlights a problem in M&A; there's a distinction between the objectives of corporate development and those of the integration teams.
For corporate development, it's all about synergies and the deal thesis. However, for the integration team leads, it's about returning to their regular routine where they manage their businesses. M&A can be highly disruptive for them
But overall, revenue synergies are why you’re doing the deal in the first place.
I conducted a survey about four months ago, asking my clients about the realization of their deal thesis, specifically focusing on revenue synergies. We had responses from around 150 companies, so it was a substantial sample size.
The questions revolved around whether they exceeded their deal thesis or revenue synergies, and if they achieved 80 to 100 percent, 60 to 80 percent, and so on. One category was 'we don't know' regarding their position on revenue synergy. Remarkably, 48 percent responded with 'we don't know', indicating they lost track of the synergies.
There are several reasons for this. When I'm involved in an integration, particularly one or two months post-close, there are two primary dimensions to consider.
The first is the operational dimension, ensuring everything runs smoothly: vendors are paid, customers receive consolidated invoices rather than separate bills, and sales teams collaborate effectively. Most of these operational tasks can be managed using standard playbooks.
The second dimension is deal value realization. Often, operational stability can be achieved without necessarily driving revenue synergies or enhancing deals, or even realizing cost synergies.
From an operational perspective, I can say this with confidence because I led IT M&A for a significant tech company. We acquired a company every month. During my weekly meetings with the CIO, her primary concern was reducing the number of systems from acquired companies. Rarely did she ask about revenue synergies. Her main objective was to reduce operational complexity post-acquisition. This is a valid goal, but it raises the question: how do you maintain the deal thesis as a central focus?
Correlation between M&A strategy and Revenue Synergies
You definitely need both and you need an execution framework that allows for both to happen. In my perspective, there are three types of deals:
There are deals within your same business model. These can be further divided into:
- Acquihires or Tech Tuck-ins, where you're primarily acquiring intellectual property without significant customers or revenue.
- Mature companies that come with revenue and customers but operate under the same business model, whether B2B, B2C, retail, or another type.
And then there are deals involving a new business model where the acquired company has a completely different market approach.
When I was with Cisco, for instance. We acquired OpenDNS, it was the company's first true foray into the SaaS model. We integrated OpenDNS at the customer-facing level but maintained its standalone operations, mainly because our Oracle systems weren't equipped for such a model.
I'm currently working with a client that operates on a classic SaaS model with annual subscriptions. They are looking to acquire a company with a consumption-based model, which is entirely different. Integrating their revenue synergies is challenging because their Oracle ERP and CRM systems differ considerably. Adapting to a shared framework would likely take at least a year.
Operational complexity is inherent in any company, even outside of M&A. First and foremost, addressing it requires a change in mindset. There's a lot you can achieve before systems are fully integrated.
For instance, with a company we're currently working with, it will be half a year before they're on our CRM system, Salesforce. Yet, we've already started joint account planning. We simply identified the key revenue-driving accounts and scheduled regular sales team meetings to focus on these accounts. The wealth of ideas and strategies that emerged was incredible.
One of our initial solutions was implementing an integration platform as a service for the two CRM systems. While not fully integrated, the systems could communicate. For example, when one company scheduled a meeting or created a lead, the other was notified. This promoted collaboration and communication between sales teams.
You can achieve so much in terms of unlocking revenue synergies, which, at their core, are about collaboration. A lot of this can be done before systems are harmonized. Being on the same system not only means having shared software but also streamlined processes. Sales teams might have different selling processes, varying commission structures, and unique territorial mappings.
The challenges are numerous, but they can be navigated. In M&A, our primary goal isn't to craft a perfect, everlasting solution. Instead, our focus is on realizing the synergies. We aim to encourage collaboration early on and gauge market reactions.
By observing how customers respond to new offerings, like bundled products or updated pricing models, we gain insights. This approach fosters an agile integration framework. Instead of keeping teams isolated and waiting for ideal conditions to pursue revenue synergies, we act and adapt swiftly.
Timeline of Revenue Synergies
A deal thesis should align with your strategic growth path. You must determine your growth direction—whether it's within your existing vertical, geography, or customer segments, or if you're looking to expand horizontally by enhancing your current offerings. Perhaps you're considering vertical growth by integrating post and pre value chains into your services.
This foundational thinking helps develop a deal thesis. An insightful person once shared with me: hold a plan in one hand and keep the other open for opportunities. While M&A certainly requires careful planning, it's also about timing and seizing the right chances. We often see acquisitions where the rationale isn't immediately clear.
Sometimes companies make acquisitions simply to prevent competitors from doing so. Occasionally, when I ask clients for their deal thesis, it's as informal as a few notes on a napkin.
Realistic Revenue Synergies
My perspective on this topic has significantly evolved over the past year. Before, I primarily worked with corporate strategic buyers. However, in the last year, more than half of the deals we've supported have been in the private equity (P.E.) realm. P.E. firms maintain a clear focus on their synergies and deal thesis, placing them at the forefront of their strategies.
Different P.E. firms have unique value creation approaches and target varying types of companies. For instance, one firm I collaborated with specializes in owner-founder exits. They primarily invest in businesses where an aging founder is looking to exit, and the next generation isn't keen on taking over. This approach has resulted in a successful multi-billion-dollar portfolio.
These acquired companies often lack foreign capital. The PE firm modernizes them by introducing technology and advanced management strategies. After enhancing their value for around five to six years, they typically sell them.
With every deal of this nature, I utilize a playbook to determine our technology and due diligence approaches. Having a distinct value proposition greatly assists all involved in the due diligence process. It guides them on what specific information to seek, rather than getting lost in the overwhelming data. While uncovering hidden issues is vital, it's equally crucial to understand how to enhance the value proposition.
Working with private equity has taught me the importance of precision. At the outset of due diligence, we always determine the three to five pivotal questions to address, such as the feasibility of selling products collectively, raising the price point by 20%, or entering a new market. Establishing this focus is critical for harnessing synergies. Unfortunately, many companies overlook this step, leading to overwhelming and unfocused efforts.
Understanding Customer Journey
Firstly, if you can spend time with a customer, that’s the best way. However, there are a lot of antitrust issues and regulatory things that may preclude you from going too deep on the customer side, just in case the deal falls through.
But you can always use third-party customer diligence firms. We use what's referred to as a "clean team." With this team, we conduct due diligence, engage with customers, and evaluate both services as if we were the consumers. We assess online sentiments, such as feedback on social media, and reference technology sources like G2.
Often, we encounter surprises revealing the distinct ways services or products are sold. For example, if you compare how Slalom sells to other consulting firms, distinct differences emerge in our selling methods.
I often remark to Troy Johnson, our Chief Strategy Officer, that integrating another consulting firm with ours wouldn't be straightforward. We're deeply rooted in our unique approaches, which have proven successful over time.
Sometimes, such success can render a company oblivious to alternative methods other businesses might employ. Companies can have varied methods to achieve similar results, comparable to chefs having diverse techniques to prepare the same dish.
From a synergy perspective, it's vital to pinpoint these synergies and understand the theories surrounding them. Additionally, about three months after finalizing a deal, we typically undergo a "deal thesis refresh." We reconvene with the corporate development team, those who orchestrated the deal, and those from the integration management office and relevant functional teams.
The aim is to revisit the initial deal thesis and all associated synergy models. This review helps us determine our progress, identify lessons learned, and discover areas of further value, which we often do.
The “deal thesis refresh” is something that everybody should do three months in, because at that point, the integration has found its stride.
It's often referred to as the crucial 100 days post-close. I'm not sure who originated this concept, but it seems to mark a logical quarter to assess progress on the journey. This isn't just about completing the integration.
From an operational perspective, finishing all IT integrations promptly is beneficial, allowing focus on other priorities. However, there might still be outstanding matters. The emphasis should be on the deal synergies and thesis rather than merely measuring integration completion.
Planning for Revenue Synergies Pre-LOI
When it comes to revenue synergies, it's crucial to focus on the customer. We zero in on the so-called moments of truth. These are well-established customer success metrics that pinpoint when a customer decides to buy or renew your services.
The question is, how well is the organization positioned to deliver during these moments? Are these moments the key differentiating factors? For instance, when considering Slalom services, what are the pivotal moments for our clients? I'm confident I understand those moments and how to enhance them.
The next challenge is measurement. What metrics indicate our performance with customers? While this discussion delves deep into customer success, it's vital for M&A because rapid feedback loops are essential. If you're only administering a net promoter score survey annually or even quarterly, that's not frequent enough for M&A dynamics.
It's crucial to identify what we term as 'listening posts' to gauge whether the value proposition and hypotheses in your deal thesis hold water, uncover additional value areas, or detect segments where the anticipated value doesn't come to fruition.
Many companies assess Net Promoter scores and also consider employee satisfaction. Employee turnover can be a telling sign of the company's climate: is it better or worse than industry standards?
Reviews on platforms like Glassdoor about the organization and its leadership can be indicative of their customer service quality. Several studies have shown that a subpar corporate environment can lead to unsatisfactory customer experiences. This isn't limited to just the service industry.
We consistently evaluate employee feedback and see how it aligns with customer and partner feedback. Many companies we collaborate with sell through a partner channel. Activating this channel with products from an acquired company can sometimes be even more intricate than with an internal sales organization.
Capturing Revenue Synergies Post-LOI
So the first thing that we usually do is we ask you for your deal thesis. And we have a generic revenue synergy model. Given our experience with numerous deals, we've developed a framework to consider the deal's value drivers, breaking them into four categories:
- Is there a spinoff resulting from the deal?
- Standalone business growth – How can we enhance the revenue velocity of the acquired entity?
- Cost synergies, including the consolidation of functions, vendors, or optimizing supply chains.
- Revenue synergies, which further break down into what you sell, how you sell it, and who you sell it to.
Although it seems simplified, the purpose of this model, which we adapt for every deal, is to clarify the synergies and key drivers. Essentially, we transform the deal thesis into a synergy model, delineating the necessary activities and milestones to actualize those synergies. As an example, we might need to create an integrated roadmap, hire specific engineers for a tech transition, or other tasks that directly impact synergies.
By establishing this connection, we can relate integration activities with their resulting benefits. It provides clarity instead of just having a long list of activities. Many clients fail to determine which integration activities genuinely generate value. Our approach ensures a clear association between integration actions and their resulting synergy, always tying back to the original deal thesis.
Executing the Plan
The primary role of the IMO isn't functional silo optimization. My responsibility as the head of IMO isn't to perfect the IT stack or system architecture. IT can address this either in association with a deal or even three years down the line.
My primary responsibility is to execute the deal thesis and achieve the synergies described within it. I focus on the deal's key drivers and gauge our progress against them.
Consider a situation where we're acquiring a company, mainly for a product we want to bundle and sell to both our existing customers and theirs—essentially a cross-play. We also aim to tap into a new market. Additionally, there are cost synergies due to facility consolidation.
If we evaluate this using our synergy model, which initially has around 50 variables, we'd illuminate just a few key areas, thereby simplifying our approach. After pinpointing these core elements, we delve deeper.
For the cross-play, we ask:
- What actions are crucial from day one?
- How do we approach cross-selling?
- How do we address price sensitivity, customer renewal cycles, and so on?
We then devise a comprehensive plan, attaching day-one milestones directly to it. Our priority is not just 'day one readiness,' but more significantly, 'synergy readiness.' Is our sales team prepared? Have we mapped territories to avoid overlaps?
Once this foundation is established, we strategize the evolution of our target operating model from day one, determining interim steps and the eventual end state. Recognizing that M&A is agile, we understand it's not about complete integration on day one, but iterative progression.
With a clear understanding of these phases, we can transparently communicate to our customers. For instance, in the beginning, customers might interact with two sales reps, Frank and Joe, but eventually, they'll transition to a unified platform or system. This clarity in narrative ensures both our customers and internal employees understand the experience we aim to deliver."
Cross-Functional Work Streams
Everything we do in the planning cycle is cross-functional. Companies experienced in M&A can handle functional work streams on their own. Synergy realization is predominantly cross-functional. Even something like facility consolidation requires collaboration from facilities, finance, HR, and IT, especially when considering telephony and systems. It's an inherently cross-functional process.
When creating these teams, the first thing I usually ask companies is how do they bring in a new product to market? Because it’s always cross functional. It starts from marketing to everything.
Some companies use checklists and org charts to define roles and responsibilities, ensuring an organized approach. Meanwhile, others seem scattered in their method. As a consultant, I've learned I can't apply a one-size-fits-all solution to every company. I aim to understand their unique processes and collaboration style.
For instance, some companies might address challenges by 'swarming the problem', essentially allocating excessive resources. In tech, I've seen instances where a meeting that could be conducted with eight people has 40 attendees. It's essential to discern how things operate within each organization.
New product introduction process
The NPI process reveals two crucial insights. Firstly, it shows how they collaborate across functions and the level of structure they implement to introduce a new product to market. Secondly, elements of the NPI process can be leveraged when introducing an acquired company's product to the market.
For instance, by examining the NPI process, I might find out that they provide their partners, such as resellers, with a 30-day enablement period. During this time, partners receive the necessary materials and have 30 days to prepare internally before selling the new product.
Then, the challenge is to determine how this approach would apply to products from an acquired company. When enabling sales with a new product, what's the company's strategy? Do they offer structured training, or is it more casual, like sending an email with product details and pricing? Different companies have varied approaches.
Companies are becoming more adept at forming cross-functional teams. The key is to have clear goals. Our milestone plan, derived from the synergy model, provides these clear objectives. It outlines what we aim to achieve without prescribing how to do it. For instance, with cross-selling on day one, we aim to activate ten customers. It's up to the teams to identify which customers, which sales teams to engage, and how to collaborate.
For technical integration, we might involve IT to discuss solutions like Integration Platform as a Service (iPaaS). Do we need opportunity mirroring, or should someone in sales enablement manage both systems to guide the process? Teams thrive on this kind of problem-solving. What they don't appreciate is an overwhelming playbook for sales integration filled with countless line items. And people know what to do, and it really comes down to the north star.
Let's discuss an example of how things can go awry. We were brought in roughly three months post-close of a significant acquisition. They were already gathering requirements for the consolidation of the CRM systems. I decided to sit in on one of these sessions.
In attendance were sales representatives from the acquired company, IT personnel, and a member from the acquiring company's sales enablement team. They were discussing the CPQ (configure, price, quote) aspect of the configuration.
They described how a product that the acquiring company was selling added complexity to the CPQ process. It wasn’t a seamless fit. Major, costly alterations to the CPQ system would have been necessary, further delaying the cross-sell motion and sales integration.
What was fascinating is that this very product was slated to be phased out, yet they were still trying to integrate it, essentially following the routine without questioning the rationale. From that meeting alone, there arose some 80 to 90 requirements.
After the meeting, I approached an IT individual and asked if they were aware that the product they were discussing would soon be discontinued. I confirmed with another colleague that indeed, the product was set to be phased out soon.
Such missteps are common with a traditional waterfall approach. Disconnected teams operate in their silos, attempting to replicate what they had without clear objectives. If the focus had been different, like bundling a set of products and driving them through the existing system configuration, the outcome would have been different.
This situation reminds me of the benefits of an agile approach. Agile incrementally manages change, which is crucial because circumstances evolve as teams start to collaborate, environments shift, competitors react, and customers' needs change.
Relying solely on old-school playbooks can be misleading. They provide an illusion of security due to their extensive lists of activities. Completing these activities doesn't necessarily equate to success. It's vital to keep the acquisition aligned with the deal thesis and the synergy model, adjusting and iterating as necessary.
Disbanding team and workstreams
This is a question I often receive from clients about the endpoint of an integration. Here's my perspective. Firstly, the integration phase typically ends when its funding transitions from the deal to regular functional budgets.
Often, the Integration Management Office (IMO) might disband, and governance forums may conclude after a set period. They serve as the custodians of the investment. If, for instance, an integration team requires additional resources they hadn’t budgeted for, they approach the IMO. An example might be unexpected costs related to Salesforce integration.
However, the end of the IMO's governance doesn’t imply the integration is complete. There are usually extended phases. Sometimes, like in the case of Cisco with OpenDNS, an organization might opt not to integrate until the next software iteration provides required features, like in the transition to a new version of Oracle. So, you might retain a separate system for years before consolidating.
What's crucial is the amount allocated from the integration budget and the IMO's capacity to implement, especially if handling multiple deals concurrently. For instance, during my time at Symantec, we would juggle three or four deals simultaneously. There's a limit to how long we could engage with each deal.
Another factor is synergy realization. Some organizations prefer the IMO to concentrate on cost synergy, while other aspects are managed by the business units.
A structured approach to this process involves breaking down the integration into chapters. The initial chapter focuses on operational stabilization: ensuring continuity, onboarding employees, and standardizing contracts.
Next, we target cost synergies, such as consolidating general and administrative functions. The third phase addresses revenue synergies and product integration. There might even be a fourth chapter based on specific requirements.
For example, the IMO might lead up to the 'go-to-market' integration, often linked to integrating the 'lead-to-cash' process. Once this is integrated, the IMO might step back, and product integration, which could involve significant coding or platform shifts, follows.
In essence, it's about defining your endpoint, and then the IMO liaising with the business to hand over responsibilities, understanding that there might still be work ahead.