How to Execute a Balanced M&A Integration

25:18I think that was a pretty powerful statement because they're not the ones that created vision, they hand me down vision. It's a little more challenging and maybe not as fun or motivating to take the role. I've participated in some of the roundtable events from M &A Science and made some great connections and conversations and even some panel discussions and when you do the networking. One of the things I always find amazing when I make that kind of a statement is the number of people who tell me, I wish my company believed in that. I wish I didn't, who's responsible for integration, just get brought in just before a deal signs or right at sign or that kind of a timing.

25:56And they're like, I wish. And to me, that is, and that was one of the reasons I joined Progress because Jeremy and I were very in sync about this. And I think that is important from a core philosophical operating model standpoint. And I'm always amazed when companies don't do that. The other part you talked to, so create the vision, operating vision, get you involved early, got a lot more learnings to help shape this out, vision and the plan. Aligning cross-functional teams. You mentioned that the cross-functional teams are going to work with the counterparty. on this planning as well? We will ideally or typically once we sign the deal.

26:32So prior to sign of a deal, we are doing that independently as an internal team only. But once we sign the deal and presuming we've been able to align with the seller on getting access to employees in that period between sign and close, presuming we have that kind of a period, we will do re-kickoff integration planning, a joint integration planning where we bring together our internal integration leads for each function, along with who would be their counterparts from the seller. And we re-kick this off. And again, we go through the same thing around our baseline assumptions, objectives. Now, we always have to balance that, what we're sharing and how deep we go.

27:17Because again, they're not our employees yet, presuming you're between this period and sign and close. And you have to be very conscious that you are not giving direction to the business or operating the business or advising or guiding on changes to the business. And we are really strict about that with our teams. Because they're public? Because we're public. Yes. Well, that's one of the key reasons public. Generally speaking, if they're not your employees, you're not supposed to do that. But yes, I think there's a heightened sensitivity to it when you're public as a publicly traded company. And that's sometimes frustrating and hard for the employees from the seller to understand if they haven't worked in a public company before.

27:55Because there probably is more flexibility and leeway if you're private to private. So we'll work with them. We manage that carefully because we can do integration planning and work with them to validate some of our assumptions in the integration plan. Because we all know there's going to be stuff that comes up that you did not learn in diligence. There's always going to be stuff that may require you to refine your plan or make adjustments. Maybe there's something missing that's not going to allow you to do this as quickly as you thought. And that can be very tactical or operational. As an example, maybe your plan is to migrate all of their vendor contracts to our centralized repository within 30, 60 days, whatever time frame you set.

28:40They don't have a centralized repository, and that didn't come out very clearly in maybe some of them are in a centralized repository, but a good portion of them could be still owned by the business and sit within each respective function. So we just might have to revise that plan. That's very tactical in nature and something that's completely manageable. It could be a broad spectrum of things that haven't come out during diligence. But ideally, it's not a ton of things. And typically, it shouldn't be any of major red flag times some things that really impact your strategic rationale. Good example.

29:15The other piece you mentioned was realization versus timeline. Could you elaborate that a little more? Because I want to make sure I got it. Sure. You come out of diligence. You've validated your business case. You have validated your strategic rationale. you have an understanding or a point of view on how you want to integrate and align this and operate this business now as part of your organization. How do you balance that with the timeline in which you need to execute on things? Because some of those items are going to be integration in nature. Some of those things are going to be what you could call natural business evolution.

29:50Because some of it might be around branding. Some of it could be around go-to-market strategy, what kind of marketing programs and tactics you're going to do. Some of those could be an alignment of sales model and sales strategy. Maybe they don't have inside sales today and they do everything at a field level locally, but you see the vision how introducing a BDR inside sales model could be beneficial and allow you greater growth and expansion in certain geographies or whatever it may be. These are all like hypotheticals. But you also have some integration responsibilities. And out of the gate, you have to prioritize.

30:26You have to ensure all legal and statutory requirements are met. And then you have the me questions, the employees, the workforce, the contractors. Do I have a job? It's the first question we almost all get asked when we do an acquisition. People want to know, how is this going to impact me? Am I going to put food on my table, the roof over my head, my family's head? How does that impact an upcoming travel plans? I've been planning this 25th anniversary trip with my spouse for six months. And now are you going to say my PTO policy has changed and I can't do it? What do my benefits look like? I've encountered many times in deals I've done in my career where that becomes a core question because whether the employee themselves or partners, children, whatever it may be, have an upcoming surgical procedure.

31:16Are my benefits going to change? This was pre-approved. How does that impact me? All of those things. And we have to strike the right balance between those two. There's also only so much change. An organization can absorb it simultaneously. So we work very carefully across the cross-functional team to develop a well-integrated, to overuse a term, integrated integration plan that we understand those interdependencies, timing, priorities. What can we push out? Yes, it's important, but does it really need to be done in the first 30 days? Because it could be more of a distraction and a disruption.

31:51And then from that, we also develop an onboarding plan for the employees and the workforce to say what's going to happen when, manage their expectations, and really communicate and share that with them. So it's about balancing those things because you don't want to put integration first at the risk of achieving your business results. But you also can't just ignore integration because there are some things you have to do, even from a legal or compliance perspective. Realization versus time. Yes, exactly. That's what it really does come down to. And it's all doable. It's just about managing it, communicating, and partnering across the organization.

32:34And that's both from within the newly acquired team and internally. That sounds like a big exercise around communication and prioritization. It is. something I'm incredibly passionate about. I think communication is one of the key pillars for a successful integration. Oh, you're getting ahead of me. I was going to ask you. Well, you talked about communication. You're going to break this down to like what makes integration successful. To me, that is one of the key pillars of an integration, of an acquisition, is communication. And that's communication at all levels. That's communication up to your leadership team, your steering committee.

33:11presumably you have one in place for this particular acquisition, your executive sponsor, managing expectations and helping them maybe understand why their vision can't always be achieved in the timeframe they would like it to be. Now, sometimes you have to make adjustments in your plan because they have solid business reasons of why that needs to happen. And so you make adjustments, but it's making sure you're having those open two-way lines of communication. It's within your integration team cross-functionally, making sure all your interdependencies are tied out. It's communicating to your customers, managing their expectations.

33:48First thing customers want to know is how I engage going to change. Are my contacts, I have a customer success manager in place. Are they still going to be my customer success manager? I've had a vision of the product roadmap that was shared with me. And I'm developing my internal plans for use of the product in-house based on that roadmap. Is that going to change? What's going to happen here. So how do you communicate with them? Partners, your third-party channels, and then of course, your workforce. I mentioned it before and I'll stress it again because I really can't stress this enough. The reality is when you're in technology and particularly software, people are core to what you do.

34:26You can't develop your software. You can't develop your offering. You can't deploy it. You can't sell it. You can't market it. You can't service it. You can't support it without people. Making sure you have that open and transparent line going with everyone, the workforce is really critical. And they're not always going to like what you say, by the way, but it doesn't mean you shouldn't say it. It doesn't mean you shouldn't share it. It's how you do it, but it doesn't mean you shouldn't avoid it. You shouldn't go into a black hole. I'm sure you've witnessed this, but I've witnessed many times where companies will come out of the gate strong with communication.

35:05It's a great day one event. They do the raw. They welcome all the employees. And it's like silence. And employees have no idea what's happening. The workforce has no idea what's happening. What's next? What are my expectations? Where do I go from here? And it's silent. You've got to maintain that drumbeat. Give me some tips of making good communication because you've covered a lot. And it's obviously going up to leadership and then you got employees, vendors. It's like a lot. I feel like how do you manage the details and make sure there isn't like a slip on this stuff and then other little things.

35:42You need a comprehensive communication plan that really hits all those stakeholder communities. Big one with leadership up is really making sure you have a steering committee in place and that you're meeting regularly with them and you have a strong cadence in place and you have commitment from them. That's another thing we're very fortunate to have in progress. I've worked with and for other companies where a steering committee will come out strong and maybe the first month, all those appropriate leaders and members come to every meeting, like a weekly meeting, let's say, and then they dwindle off and they deprioritize this because it's in their minds no longer the shiny new thing.

36:18That doesn't happen in progress. And really making sure that they understand their role and the commitment required is key. I'm fortunate to have that. vendors, partners, and customers, you have to have a strong communication channel with them and a plan. What do you do at sign of the acquisition? What do you do at close of the acquisition? What's your message? How do you communicate? How do you make sure they know where to go if they have questions or need answers? And as part of that, making sure you enable anyone internally who is facing those communities, those stakeholder communities, so that they can respond to those, making sure you have FAQs in place that are clarity, that provide clarity and the responses for the questions you anticipate will come up.

37:02But also having a channel, where can they submit questions? How do they get questions answered that you didn't anticipate that weren't in your FAQ, that are a one-off kind of thing to make sure everyone's comfortable with the response? So you got to have that engine in place. And then on the workforce side, it's really about making sure you have, like I said, you not only come out of the gate strong and you're balancing the message around why did we do this acquisition? How do you fit in? What do we see as key to success and how we move forward? And then keeping that communication channel open.

37:40So we've done things like, because this is really important, like I said, in maintaining a drumbeat and that you don't just come out of the gate strong. In addition to a day one event or a welcome event, depending on which terminology you want to use. And then maybe having targeted roadshow for different functions or geographies based on the distribution. So people are getting a chance that are questions that are unique to them based on their function or their geography. How do you help them understand and learn about your organization? Even if nothing is immediately changing. And that's the other thing I say is you never tell them things aren't going to change and it's business as usual.

38:19Never, ever use those words because the reality is something will always change. Whether it's integration related or not, it will change. Business changes and that will bite you in the butt. You will lose credibility if you tell them nothing will change and then something changes. But how do you keep that line going? So we've done things like we'll host sessions that are functional in nature, that we maybe invite everyone to come to, like open houses almost, where they can learn just about what does corp dev actually mean to progress software? That definition can be different. I've worked with and for companies where corp dev was not only responsible for AM &A, they were responsible for the channel strategy, partners, strategic relationships.

39:02Not every company does it that way. So how does corp dev fit in to progress and helping them understand that what all of our different functions are and who the right people are and where they can go, but also having more intimate meetings on those functional areas so the people who sit in that function can actually ask some targeted questions. Maybe there's unique aspects based on a geography, making sure you provide the appropriate forms that they can address that. And then ways to keep the drumbeat going are, we've done things like we've done monthly sessions where we're using them as not only providing integration updates, maybe once a month, you do a wholesale integration update to the entire workforce.

39:42So you're telling them what's happened, what's next, how this impacts them and their customers, but also maybe using those as opportunities to learn more about your business. And then give them opportunities so they're educating your core employee base or workforce on their business. One of the things that I find when you do an acquisition is both the buyer and seller workforces are really excited and anxious to learn about the capabilities and technology. I mean, these are at heart technologists. They want to know what the capabilities are and how they might be able to leverage that. in their world.

40:19So we'll do sessions around that, product demos, informational sessions, providing information and resources on where they can get more information, maybe where they can get downloads as an internal employee now and use things. The other thing we've done, and I've done this many times in my career, is the concept of a newsletter, an integration newsletter. I call it an acquisition newsletter, actually, because it's not just about integration. Well, that is a key piece of it. Because we also know that everyone learns differently, that everyone needs to hear things in different ways. Someone on a call, some people need to read it, and they need to hear it multiple times.

40:55So we'll cover integration. We also will include news, what's happening in the business. Because particularly if you're acquiring a company that's smaller than you, oftentimes they have an internal network that they know if a key deal got won. They know if someone in product management had a great meeting with an analyst and a report's going to come out and that kind of stuff. And people lose that as they get integrated into a larger company. They lose that network and those connection points. Particularly in the first 12 months or so, we try to keep that line of communication open by sharing that kind of news in a newsletter.

41:34And they make that newsletter available not just to the workforce of the acquired team, to also the workforce of progress or other companies I've worked in. Does this become a playbook? Like once you've done an acquisition, you do the next one to have this kind of... So we have pretty robust playbook across the organization overall and then functional team playbooks. We refine those playbooks with every deal. So we go back and say, what worked well? Where were there opportunities for improvement? Were there new things that we introduced that we hadn't done before that were really positively received or had success.

42:11And we start refining our playbooks to accommodate that feedback. So another thing that I'm incredibly proud, and Progress did this before I joined. So I've just built upon this and the CorpDev team as a whole has built upon this, is we do a retrospective on every acquisition. We even do it in diligence on deals we've chose not to move forward with, that we've walked away from. Because we're always trying to get learnings on what worked well, and where do we have opportunities for improvement and what refinements can we make? How do we drive a continuous loop around M &A readiness? And the thing that I'm incredibly proud of is not just that we do that because a lot of companies do that, but progress follows through on it.

42:52A lot of companies say they're going to do it. They get learnings. Then it always falls to the bottom of their list. We actually follow through and execute on those priorities that we established coming out of a retrospective. Great way to keep improving. Yeah, it really is. It really is. We found it works really well. Can we talk about employee experience? I got this note that I took from our prior conversation that says, quoting on this, but capturing employees' hearts and minds. Yeah. I know. I circled it. That was my favorite line from the last conversation. It's very true. If you start out behind, you are constantly trying to recoup and recover.

43:32So how do you capture the hearts and minds out of the gate? And that starts with sign. If you have a signed to close period, it starts with when you immediately announce, presuming you've announced the deal. When you announce a deal, it starts there. Part of it is helping them understand the vision. Why is this a good thing? What I find truly when you're in software, most of the employees are there because they're passionate about the capability, the solution that they provide to their customers, how they service their customers, how they support customers, and the impact they have on the business.

44:10How do you maintain that? How do you show them that, by the way, being part of progress is going to now not just maintain that, but enhance it. And now being part of a larger ecosystem, a larger organization with a broader geography and ecosystem that we can leverage. How do you do that? It's also about them as individuals and sharing why is progress a good place to be and what does that mean for them? But it also comes down to treating them with respect, not just saying things. Anyone can say the words, but it's following through. And that does get back to consistently being transparent and open, as open as possible in your communications.

44:55Sometimes you can't because you don't know the answer yet. And that's okay. Tell them that. Ideally, set an expectation on when you believe you'll have the answer, but never set timelines that you don't follow through on. If you erode that credibility, I'm telling you, if you follow through and you're consistent and you treat fairly and with respect, that builds such goodwill, then their eyes open up to seeing the strategic vision and why this is a good thing. And let's face it, this is with everyone in the workforce, whether those people stick around or not for the long-term vision of the organization, but helping everyone see that you're going to treat them individually with fairness and respect really carries a lot of weight across the whole integration process.

45:44and also just overall employee engagement. How do you do that and build that so that as you integrate them in, they really start seeing their harder progress. But more than just sharing the strategic vision, it's about respect, transparency, being open as possible. And consistent. I was going to say, all this themes up into trust. It really does. It's all about building trust. It really themes up into building trust. You got to start that out of the gate. You won't establish it out of the gate, but you need to start that and keep following through. Every step of the way, you build more and more.

46:18How is it working with the other leaders? Like there's got to be points of friction. The acquired leaders or internal leaders? It's not like both. Okay, so there's obviously like you have a way of dealing with internal leaders. Yes. And the acquired, it could be very different. And there could be very differences in the way they make decisions, the way they're just leadership styles. Absolutely. Talk to me about that. Give me the real gritty and friction that comes up and how you handle it. It does come up. You're correct. Internally, we have a way of working through it. We've built tight relationships and our core team that works on M &A, whether they sit in CorpDev or not, we have a core set of folks.

46:59Most of them have day jobs too, but we have strong relationships and have built those relationships. And so we have ways of working through that friction. I personally believe always the best way is, again, openness and transparency. So my style is if I have a frustration or I can tell I'm frustrating someone else because I'm not immune to that, I'll bring it up. I'll have a one-on-one with them and say, I think we just need to clear the air. Let's have this conversation, figure it out and work through it. That's my personal style. On the Acquire team, on the leaders of the Acquire team, the first step is really trying to bring them in and help them understand what the vision is and why it's that way.

47:38This is the biggest thing I'll go back to too on the communication. A lot of companies, even if they have good communication channels, they'll communicate the what. They don't explain the why. And you have to explain the why for people to understand why is this change being made? It wasn't just an arbitrary decision. What factored into this decision? How are we approaching it? Why are we doing it? I'll say it again. They're not always going to like those answers. But what I find, particularly when it's changed, that impacts them personally, But what I have found is that people appreciate and respect that you're explaining it to them.

48:14And it helps them move forward versus getting just bogged down on, they're crazy, they don't know what they're doing, this change doesn't matter. So the first thing is trying to bring them in and help them understand decisions that are being made, why they're being made, and validate. And take their viewpoint or their feedback into serious consideration. It may not change that, a plan or a decision. But again, I find most people at least appreciate and respect that you listened to them and you heard and you tried to account for it. And it might be you can't do exactly what they're saying, but you can refine the decision or a plan.

48:54When you just continuously butt heads, you just need to make the decision. So I'll give you an example of this. And again, this was past life, prior to progress. I'll be very clear about that. But I did an acquisition where the CEO and founder of the business, so it was a private company, did not philosophically agree with our operating model and how we did things internally. When we closed the deal, they had to figure out commission plans and they were responsible for the payout. That was all part of the closing terms, etc. Because these were all deals that were closed prior to the acquisition closing and that kind of stuff.

49:30And they were doing the payouts, final payouts. And I had a couple of folks in the sales organization come to me because they were being told deals they had worked on and successfully brought over the finish line they were not going to be paid a commission on. And the decision was being made that this didn't fit into their plan, their sales plan. One, it did from a geographic standpoint. So that was an incorrect viewpoint. Just if you read maps, it's an incorrect view, Pat. But secondly, it was such a short-sighted decision for the impact it was going to have. We were literally at the time talking about$5 ,000 US per individual.

50:08And there was two of them. So I tried to talk to the individual who was making the decision, the leader of the Acquire team. And he just fundamentally disagreed and refused to do it. And I finally made the decision. I said, okay, that's fine. One, it meant money out of his pocket because this is a private company. I said, that's fine. You can choose to do that. But I disagree and I have a budget. So I will be paying these individuals. He's like, no, you can't. And I said, yes, I can. And I am. Because all you're doing is creating a distraction right now. That all they can focus on is they're being traded unfairly.

50:44And frankly, I agree with them. And so I moved toward it and I did it. And that bought me immense goodwill with those individuals and their peers and the rest of the organization. Because they shared this. It spread like wildfire. And that's not why I did it. It was just, one, it was the right thing to do. and two, it was just an unnecessary distraction. Yeah, good example. So we have a conflict mitigation playbook here, which is, I mean, it's not the right word. It's not conflict. It is, let's figure out what to call it after we describe it. Okay, emphasize the why, which I think is important.

51:18We forget this. We forget that. A lot of people do, yeah. And then listen to their viewpoint, I think is really critical. Being able to really listen, understanding where people are at. Sometimes it's not even clear if they're on the same page or not. Well, that's it. Until you have that conversation, and particularly so much is done over like instant messaging or email, you lose part of the messaging in just the written word. So when it's clear there's a disagreement or it doesn't appear there's alignment, have a conversation. Don't just hide behind the written word. I've also experienced that where I've had folks, and this has been from the seller, that passive aggressive and then they just hide behind an email.

52:05And you try to get them on a phone or in a call to have the conversation and they just hide behind the written word. And there's so much that gets lost from both vantage points. I really agree. You need to talk things out sometimes. It's our alignment playbook. It really is an alignment playbook, yes. All right, there we go. Our alignment playbook. Nemesis, why? Your viewpoint. Talking about success. How do you measure success? Well, it goes back to a lot of the things we've talked about. There is no silver bullet for success. I guess some would argue the silver bullet is, did you get your return on investment?

52:39Certainly. In the timeframe expected, did you achieve your business case, your financial targets, top line revenue, operating margins, customer retention? You have all those kinds of quantifiable measures that you need to track, report on, and know how you're proceeding. And you should be doing that frequently Because what course corrections may you have to make along the way? Don't wait until all of a sudden you're in a hole and it's impossible to recover. So you definitely have your quantifiable measures from a financial perspective. But then you also have employee engagement, looking at your workforce.

53:15And are they engaged? Do you have unwanted voluntary attrition? Are people that you clearly identified as being critical to the success, whether it be from purely an integration standpoint or long-term vision and execution, are they exiting the business prematurely from what you anticipated and wanted? Why? Or if you're seeing high numbers of this, and is it in a specific geography? Is it in a specific function? The other success we look at is how successful were your integration activities? not just did you check a box. So let's say you enable the workforce on how to get information. Most companies have an internet site or a wiki or something where they'll have like information on benefits and policies and this and that and the other thing.

54:05Not just that you communicated that or even gave a demo on the system, but are you seeing that the workforce knows how to use them? Are they using them, implementing them? Are they still getting one-off questions? What was the effectiveness of your integration activities? Did they work? So it's really a combination of things. And then, of course, you have customers, customer sat, NPS scores, and all that kind of piece, and looking at all those aspects. So there's no silver bullet. What I always say is when you're measuring and tracking during the integration process, you need to look at not just the integration, but the health of the business too.

54:43Because again, if you're integrating, but you're compromising the health of the business, that's a problem. And what I tell our team all the time is, listen, all of us are here are to support our business and their ability to develop, market, sell, service, and support our customers and our offerings and customers. So if we're doing things from an integration standpoint that adversely impact that, what do we need to do differently? Because that's what our job is. Good points. I like how you expanded it to the specifics of integration activities and measuring how successful they were. What's the biggest challenge when executing balanced integration?

55:26The biggest challenge is timing because we talked about upfront, your goal is to integrate as quickly as possible, speed and efficiency. And how do you do this in a balanced way while still achieving that speed and efficiency. So that is probably the biggest challenge. And the other challenge becomes managing conflicting priorities. As I said, most of the people who work on integration, not just in progress, but that I've encountered in many companies, there are very few companies have wholesale integration teams these days, and at least in my experience and my network. So how do you balance conflicting priorities?

56:05Then manage those expectations. One of the things sometimes you will readjust, maybe you had some initiatives going on internally that now you're going to deprioritize because as an organization, you want the focus on integration. Those have to be conscious informed decisions and then communicated and consistent communication on those decisions. So you need that, again, that solid into a communication channel that it flows down. We've all experienced like you'll be told something and someone else will be told something. Message came across slightly different. So how do you make sure you have decisions that are made?

56:45And what I always say is we have to make an informed decision because not making a decision is making a decision in and of itself. Have you found any good ways to blog decisions? I feel like that's an issue. It is an issue and I won't say we're perfect at it. I think we're making improvements. It's actually one of the things on my list from an M &A readiness perspective. We've done things as simple as having an Excel, particularly as it relates to an acquisition on an Excel tracker or using some sort of tool like that where key decisions are made and then documenting the decision, the date the decision is made, making sure all the key people have access to it and everything.

57:28I don't think we have widely adopted that yet. But what I found is once you start doing things more and more, it really becomes core to your operating model. And so there's probably ways we can improve upon that. But we've done some things like that. And it's an area on our list as it really is SEMNA readiness. That was a great way to summarize our conversation. I got to throw in like a little bonus one. Can you teach me about vendor rationalization? because somebody brought this up to me and I was like, I really don't know. And they're like, this is like an integration thing. Can you teach this to me?

58:02Because I really don't know. So it's interesting. It's tough. Every company struggles with this, right? What is it? Vendor rationalization is one, making sure you understand who all the vendors are. How do they align with your vendors, the vendors you use? So you have two CRM systems. Do you both use the same systems? Do you have development tools? If you're cloud hosting, You might have AWS or Microsoft, Azure. So how do you rationalize this? What's the plan? And then you have to look at contract terms. You have to look at cost-benefit analysis, getting out of certain contracts on either side.

58:40It's not always that you want to just get rid of the acquired team's contracts. Sometimes they're using tooling, or they might have better negotiated terms than you. You have to look at that, and you have to determine which vendors are you going to consolidate. You're going to try and merge the agreements or bring them in under yours. Which ones are you going to terminate and in what timeframe? And to do that, you also need to understand what may be exit criteria they may have. To get out of that contract, can you only do it at time of renewal? Does it have to be notification 60, 90 days in advance, or will it go to automatic renewal?

59:12All those different pieces. And you have to bring that all together and have a viewpoint so that you can execute on it and hit and prioritize what do you have to do first and what timeframe. And then there's also a legal, not just a legal, but an aspect of this to understand what are you doing from an entity structure, a legal entity, and depending on where their contracts are, what entity their contracts may be under, and it could be a mix depending on their structure, and then how you do things and how are you going to rationalize that? Are you going to move all of the contracts to entity within your structure?

59:48What are you doing around the entity structure of the acquired team? Will that drive a timeframe in which you need to move to the contracts or take action on them? And some of that might not have nothing to do with consolidation or termination. It just might be notification about you're needing to migrate the contract. You might have to change paper. It's all of those kinds of things. This is a whole topic of its own. It is a whole topic. That's how I define vendor rationalization. Awesome. If anybody tuned in, know some SMEs on this. We're looking for speakers for the next M &A Science Fair. I think this would be a great topic to add in there because it's come up a few times.

1:00:23It is. And we're doing some things to continually enhance and improve upon it. I'll say one thing is, so we have a procurement team who's responsible for the vendor agreements. But also the business, of course, plays a key role because procurement's not making the decisions on whether we need this vendor or not or how we use this vendor. but we're bringing procurement in now to the process sooner than later. You can't get all your vendor contracts during diligence, nor should that be a priority, but you want to understand which ones are material, which ones are going to have a major impact. And even though, again, those contracts may not influence your decision to do or not do a deal, having an understanding around that and the viewpoint and start building a repository of information that you can use to guide this process, doing that earlier and not always being an afterthought is key.

1:01:16So we're starting to do that. That's awesome. That's actually such a good idea. Yeah. What's the craziest thing you've seen in M &A? There's a few of them. So one, and this was years ago, I'd like to think I would never encounter this again, long before progress. I did a deal where the Acquired team, you know, we delivered new laptops to everyone. They were all excited and everything. And then we had people travel, particularly the sales team, we brought them together with some of our internal sales ecosystem to do some enablement sessions really early on post-close of an acquisition. And two of the sellers came back to their home base and said, our laptops were stolen.

1:01:58Stolen? How? Where? Because they came to me. They said, well, when I checked my laptop case, I'm like, wait a minute, you checked your laptop bag in baggage. Well, then, yeah, I didn't want to carry it on the plane. And I said, and you're surprised it got stolen. So that was crazy. Yeah. Another one was, this isn't crazy. This was unfortunate. I had an acquired employee who was traveling for us doing a great job. He was a passionate advocate and subject matter expertise on their capabilities. So we had this individual traveling around, enabling into our internal ecosystem, our heritage ecosystem, so that they could go off and start selling and talking about the capabilities we had just acquired.

1:02:43And this individual was mugged in a park in Europe, like walking through the park, mugged, beat up, injured, was okay, like could walk and all that kind of standpoint, of course, contacted us right away and having to get an engine going really quickly so that we had people locally supporting this individual, insisting the individual went to the hospital to get evaluated because they're like, no, no, I'm fine. And we're like, we want to make sure you're fine. You got to go. And really just spinning that up quickly. And how do you get that going? That was a big learning for me. I had never encountered something like that.

1:03:21I shared my example with you about like a friction with leader, right? A disagreement with a leader. The other thing I'll say about leaders, and I've encountered this in several deals, is where a leadership team will make a commitment to employees, whether those be a subset of employees or all employees, like in an all hands meeting and say, oh, upon close of the acquisition, this is what's going to happen. But they never bring it up during contract negotiations. Don't even mention it. So it's not accounted for. It's not. And it's always a financial impact to this stuff, or they've made commitments on promotions that would happen post-close or things like that, and they never mention it.

1:04:01And you're left with the aftermath to clean it up because from the employee's perspective, you're not falling through on a commitment made by a leader they supposedly trusted. I'm always like, do you have it in writing? Do you have something that we can evaluate or look at? And generally the answer is no. If they have it, then we make sure we respond appropriately and we review it or I always have, but that happens often. Oh, the fun surprises in M &A. Fun surprises. But that's the great thing about M &A. It's never the same. That's one of the great things. It's one of the reasons I love my job.

1:04:37It's different every day. Every deal is different. I have mixed views on the word playbook because so many people think of a playbook as a checklist and it's not. A playbook is a guide. It's a tool in your toolbox, but you need to customize it, refine it, and enhance it for every single deal you do and then go back and update it appropriately. 100 % every deal you have to do that. Every single deal. This has been a great conversation. I've learned a lot. You've helped me become a better M &A scientist. This has been great. It's been great with you and meeting you in person. We've had several conversations before, So the chance to do this in person was really great.

1:05:18And I really enjoyed it. Well, I'm sure we're going to find some more things to collaborate on. That's great. I look forward to it. Those of you still with us this far of the interview, you're also a true M &A scientist. I value, appreciate you. Love to hear feedback, topic ideas. Reach out to me on LinkedIn. Until next time, here's to the deal.

1:05:48Thank you for taking the time to explore the world of M &A with our podcast. We love hearing feedback. Tag us on a LinkedIn post. Add a review on Apple Podcasts. We'd love to hear from you. If you need help standing up an M &A function or optimizing one that you already have, we're here to help. And if we can't help you, we probably know someone that can. You can reach out to me by email, Kisan, K-I-S-O-N, at mascience.com. or you can text me directly at 312-857-3711. If you just want to keep learning at your own pace, visit mascience.com for a lot more content and resources. That's where you can also subscribe to our newsletter.

1:06:33Again, that's mascience.com. Here's to the deal.

1:06:46Views and opinions expressed on M &A Science reflect only those individuals and do not reflect the views of any company or entity mentioned or affiliated with any individual. This podcast is purely educational.