There is a lot at stake in getting your communication strategy right during a merger and acquisition. Apart from just ensuring a healthy give and take between the two parties, you need a communication plan to trickle information down to your employees, customers and vendors. These stakeholders are as much invested in the process as you are and they deserve transparency and the assurance that they are being taken into due consideration. Domenic Rinaldi talks about this critical but oft-neglected aspect of M&A with Andrew Cross, Senior Vice President and partner at Walker Sands, one of the nation’s top integrated marketing firms. Andrew has been involved in a number of M&A transactions, helping clients build a successful communication strategy and execution plan. He knows from experience that the right messaging is essential in maximizing employee, client and vendor retention while preserving the company’s brand. Listen in as he imparts some of his wisdom in that regard.
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Andrew Cross: Creating The Perfect M&A Communication Strategy
It may sound obvious and border on being cliché, but failure to properly communicate in acquisition can have disastrous results. You run the risk of losing employee loyalty, jeopardizing your culture, client defections, vendor disappointment and you might even open the door for competitors to take advantage during the integration phase. You can avoid this common pitfall by following a simple communications framework that sets you up for success. My guest, Andrew Cross, is a Partner and Senior Vice President at Walker Sands. It is one of the nation’s top integrated marketing firms. He has been involved in a number of M&A transactions helping clients build a successful communication strategy and execution plan, so the right messages are shared to maximize employee, client, and venue retention while preserving the company’s brand. He shares a framework that all businesses can follow to ensure you protect the company’s assets and set the tone for the future.
He also stressed the importance of making sure that any communication plan includes a feedback loop so the management team is getting ahead of any issues. Communication should not be an afterthought. I know you’ll get some great takeaways. Before we get into this episode, if you want to avoid common deal pitfalls and the risk of losing substantial dollars, you need to know how ready you are for a transaction because I believe proper preparation is critical to your deal success. We have published several free resources to help you be better prepared. You can access these resources on our website www.K2Adviser.com/resources. Being prepared is critical to ensuring that you maximize returns and minimize risks. Thank you for being here and I hope you enjoy this episode. Andrew, welcome to the show.
Domenic, thanks for having me. I’m excited to be here.
I’m excited to have you here. I know the firm that you work for very well. You guys are a first-class operation and evidenced by the fact that how much you’ve grown over the years. It’s amazing to see what your company has done.
With Inc. 5000, this was maybe our eighth year in a row. It’s still growing steadily. I appreciate the recognition.
If you could provide the M&A Unplugged community a background on yourself and then we’re going to dive into communication and how important it is in an M&A transaction.
I’m an SVP at Walker Sands. We’re an integrated marketing firm. We work specifically with B2B tech and services companies. We’re based in Chicago. I’m joining you from the Western Suburbs but we’ve got offices on the West Coast as well in San Francisco and Seattle. I lead the PR group. The communications function for Walker Sands for our clients as it relates to M&A specifically. There are a couple of places we engage in. One is with growth-stage companies. We’re working with a lot of tech companies, often venture-backed companies that they want to use PR from a storytelling standpoint to justify a premium valuation.
A high multiple exits. We’re working with them in that capacity and we’ve had clients acquired by PayPal, Salesforce, Mastercard, DocuSign and a bunch of tier one companies and positioning them for an exit. On the other side of the coin, we’re working with companies that are acquisitive. They are platform play and PE-backed or self-funded, but they’re rolling up competitors. They’re using M&A to expand into adjacent markets. In those cases, we are handling the communications framework around the acquisition from strategy through to tactics and execution as well.
It’s so awesome to hear that people are leveraging you as an asset in that communication because it’s easy to say you need to have communications during a merger and acquisition, but I don’t think people sometimes connect the dots because there’s a lot at risk. If you get the communication wrong, you risk potentially losing your employee loyalty, whether it’s your existing employees or the employees that you’re trying to merge into your existing company. If you don’t communicate right, your culture and your client retention is at risk. There’s a lot at stake if you don’t communicate. Unfortunately, this piece of the M&A world is dealt with almost as an afterthought like, “It looks like we’re going to close this deal next week. How are we going to communicate it?” It’s left to the last moment. It’s such an important piece because there are a lot of risks.
The common thread of what you said is ambiguity because that’s what M&A can introduce. If you are an employee or a customer, it’s introducing some level of ambiguity into the environment where you’re at risk of disenfranchising an employee group, where it could present a missed opportunity for you to be proactive and get in front of some of that. I think what you said is important. As a CEO, you spend so much time on the transaction, whether it’s the financial structure of the deal, the due diligence coming together and incentivizing future leaders.
There’s so much going on and it’s easy to poke your head up two days before close and say, “We’ve got to communicate this thing to some extent.” The most important thing is to be thoughtful about it and try to be proactive about it. When we work with clients, we sometimes try to get engaged as early as six weeks prior to close. Oftentimes, we only get a couple of weeks though and that’s okay, but you don’t want to leave it up until the last minute because you are setting yourself up for failure to some extent at that point.
I know we’re going to get into a framework that we can give to people, so they’ve got something to think about, but it’s no replacement for X. This is such a sensitive issue. When we think about communication and what I try to communicate with our clients is you have two separate constituents. You have your internal and external. Internally, you’ve got the employees and I include vendors because they’re part of your ecosystem. You’ve got the external, who are your clients and then the marketplace, where your future clients are going to come from or your competitors are paying attention. You’ve got different constituents. Is the messaging different internally and externally? How do you advise clients around how to walk that line between the internal and the external?
That’s the best place to start, whether you use an agency like Walker Sands or whether you frame this up yourself. Step one is pull up a spreadsheet and start going through, “Who are all of our audiences? Who are the stakeholders?” You’re going to have employees, clients, customers, partners, vendors, media and analysts. If you’re in the financial services or some other industries, there could even be a regulatory audience. You know your business better than anybody and get those audiences down on paper. You look for ways you can segment those audiences, “What are the logical ways to segment?” For employees, you might have management, contributors, headquarters employees and field employees.
For clients, your business might have tier one, tier two, by spend or other logical groupings of those audiences. You get them on paper. As a fast-follow, you want to go through and say, “What do each of these groups care about? What are they going to be most concerned about with respect to M&A?” For employees, it’s self-preservation, “Is my job safe?” in many cases. For clients, it’s more about continuity of service or relationship, but bottom line, this is an exercise in empathy. If you’re a business owner, your empathy muscle is probably strong. It’s going through and putting yourself in each of those audience’s shoes and saying, “What do I care most about with respect to this news?” Once you have that, you can step into messaging channel and timing, where the rubber meets the road on some of this stuff.
That’s maybe communication 101. You always have to be thinking about, “What does that other person want? What’s in it for them? What do they care about?” If you get that right, you can work your way from there. I take it in your framework, that’s step number one, “Who are the audiences and what do they care about?”
You always want to be thinking about what do you want to say, but you also need to understand what does the audience needs to hear. By looking at it through both of those lenses, you’re already a step ahead.
What does the rest of the framework look like when a client brings you in, you’re contemplating and you’re managing this process for them?
The next three steps are what’s the message, what’s the channel, and what’s the timing. From a message standpoint, first I would think about what’s the high-level narrative. If you zoom out to the 10,000-foot view, and you say like, “What really matters about this M&A event?” That’s your narrative. Probably 98% of the deals that I’ve been involved with or been exposed to the narrative is world domination. It’s some derivative of that and maybe it’s Toyota dealerships in the Tristate area or maybe it’s class B properties in Chicago land. It’s your own slice of the universe, but it’s how we are going to be bigger and better. The only exception I can think of is that I had a client that was in a forced divestiture situation. The DOJ said that the number one company in the industry had to spin out the number two. Our client was number three and they bought them.You need to have some level of communication before closing an M&A deal. You don’t want your employees to find out from other sources. Click To Tweet
It was the opposite narrative about the fairness of competition in the marketplace. In every other case, it’s about how we are made bigger or better, and what can we provide based on that? “Is it better pricing? Is it more services? What does that mean?” That’s where you step through. For each of those audiences, “What are the top 2 or 3 things that you want those audiences to know?” You want to consider that segmentation as well. There’s going to be a slightly different message for the acquiring companies, existing customers versus the customers of the company that was acquired, which is probably much more sensitive in that regard. Through all of that, you want to think about, “What’s the tone that you want to convey? Is it one of optimism? Is it confidence? What do you want to project?”
A lot of people think when they’re acquiring a business, they’re only communicating to the clients and the employees that are being acquired. You made a subtle point that you are communicating to both sets of clients and all of the employees and so everybody has a level set on what the company is trying to achieve.
It’s a missed opportunity if you don’t. For communicating the customers of the acquired company, it’s a little bit of a risk mitigation narrative because they might have concerns. They might worry that the product or service might be collapsed somehow and they’ll lose their relationship, contact or whatever those dynamics are. There’s a little bit of a risk mitigation element in some ways. For your existing customers, if you acquired that business, the customers you already have, it’s about, “This is validation of growth of us being able to provide a better product or service to you. These are the ways that we see in the future and you potentially benefiting from this. Hopefully, it’s generating some excitement and enthusiasm.” If you’re not using it as an opportunity to communicate to all of your audiences, you’re leaving value on the table to some extent.
When people miss the mark on messaging, what are the typical misses? How are they getting it wrong on the messaging?
It’s something that comes across as tone-deaf. If you’re only saying what you want to say and you’re not saying what people need to know, then you’ve missed the mark. If people’s number one concern is, is my job safe, are my coworkers’ job safe and you’re talking all about pricing and product innovation, then you’ve missed the mark. You’re not addressing the number one concern. That’s why, if you followed these steps of the framework and hopefully, you don’t necessarily run that risk.
The next step is channel. You know what they want to hear or need to hear. You’ve got your messaging, now you’re contemplating channels. What’s involved there?
The channel is how do you want that to come across? What’s the right vehicle for that message? For employees in a lot of cases, it probably is an all-hands type meeting or maybe in a Zoom environment, where you want to get employees altogether. You want to consider tone. This is something we’ve advised clients on where if you say that this is a celebratory event, a milestone for the business, and something people should be excited about, but you have a somber meeting with a couple of PowerPoint slides and then people shuffle back to their desks like that. It doesn’t invoke celebration. You need champagne bottles. You need to celebrate the event in a meaningful way. Have it at the end of the day where employees can unwind or whatever the case may be.
You want to follow up with an email to all employees. It’s important to put it in writing. Some people get information in different ways and they need that in writing. One place this can go wrong and we always tell clients is assume that the internal email that you send to all staff is going to be published in its entirety in the media. All it takes is one employee to hit forward on that email and that gets out. Nothing is private. You want to think about what’s appropriate for your business. For clients, if you’ve got a 20/80 dynamic, where most of your revenue is coming from a small percentage of clients, there’s probably C level phone call conversations taking place right there. If you’re a SaaS business and you know companies are engaging with you by buying your service for $5 per user, per month kind of thing and they only talk to you twice a year, an email is completely fine. You know what’s best for your business, but make sure that the channel reflects right, the audience, their concerns, the messaging and the tone.
Let’s take it maybe two ways. It’s an investor group that’s buying their first business or your business buying another one and you’re not certain. You haven’t gotten your hands completely around the culture of the employees, the vendors and the clients. You’re not certain about the proper way to communicate. Is there a way to figure that out quickly and on the fly so you don’t mess it up?
I would say step one is lean on the resources that you have. The current owners of that business in the case of the investment group scenario. Try to suss out as much of that as you can. The other thing is, it’s not necessarily a one-time event. I think follow-through is important too. There is the announcement itself, which is your lightning rod moment and there’s a lot of excitement, but there’s also follow through. Once you have that initial announcement, there should be a fast-follow with maybe mid or upper-level management to say, “What open questions are there? What are you hearing from your people?”
Make sure you have a feedback loop and a mechanism to gather those things so that you can follow up a week later and say, “We’ve heard that there have been some questions around this. Here are some of those answers or what we can tell you now.” Maybe there’s management next level down director-level meetings with the new investors, for example, just to get them familiar and comfortable with each other. I would look at follow on activities. Even if you don’t get it perfect the first time. How can you continue to build trust over the long haul? What you’ll need over the next few years is that trusting relationship and how that gets built.
It’s a great point and to take it one step further. I think approaching this as though it should be two-way communication. How do you open the door up for employees, clients and vendors to provide feedback? You make sure they’ve got a channel back because you can build the communication plan, but if you miss the mark, you want to know you miss the mark. If you don’t have a way for people to bring that messaging back to you, you might be floating in the ocean and not even know you’ve got a hole in the tank.
That’s one of the benefits of working with a firm like ours is we touch enough of the situations where we can tell you, “Here are the top ten questions employees are going to have.” If you think about it from a media standpoint, the same way media want to understand the financial terms of the deal strategy and trajectory of the business. They want to know what’s going to happen to the brand, what’s going to happen to company leadership, and how does this impact head-count now and in the future. It’s the same starting point of questions that can go into this framework, but then you’re always going to have the nuance and the give and take of the specific company in the specific situation. That’s where you need that feedback loop that you’re talking about.
Timing is always an interesting one. My view of timing is there are some owners that don’t want any communication going out to anyone until the money has hit the bank. You have some situations where that’s not possible. You need to have some level of communication before the deal closes, whether that’s because you have to shore up client contracts, vendor contracts, or you’ve got key employees that you have to get signed under employment agreements. It is dependent, but what’s your high-level guidance on timing?
As a general rule, you don’t want employees finding out from other sources. That’s the number one thing to avoid. You don’t want an employee to read it in the newspaper, see it online, and hear about it from a customer. That’s what you want to work around. To your point, conversations with some of the top clients or customers that could be part of late-stage due diligence, so some clients may know about it pre-close. That’s something to consider, but you want to keep it as tight as possible. I mentioned segmentation in terms of you might have management employees and contributing employees. You don’t want to slice that too thin because if you’ve got lots of small groups to communicate to, it’s hard logistically to schedule that all out.
Some people find out about it before others. People jump on social media. They’re texting, Slacking each other or whatever the mechanism is and you’ve lost control of that process. As much as possible when it comes to the run of show, as you might call it, for the day of or week of, you want to keep that tight. Maybe a small group of senior leaders finds out first, there’s an all-staff meeting, top clients find out as a fast-follow and then off you go with some of those other external audiences. For one of our clients I was working with, they’ve got a global business. The way we set it up is they did a live in-person meeting in the US in the morning. They live-streamed that announcement to their UK office in the afternoon at the same time. They had an office in India, so they recorded the whole thing and sent an email with a video clip for all of their employees in India. You’ve got to do the best with what you have.
One other interesting anecdote there from a macro timing standpoint, I had a client a couple of years ago, a company in Minnesota that bought a company out of Denmark. I was working with a communications contact in Copenhagen who was doing some of the local communications and he said, “When are you going to announce this deal?” I said, “It closes in 7 or 10 days.” That’s when we plan to announce it and this was June. He said, “You know in Denmark things slow down dramatically in July. Everybody’s on holiday.” That was news to us. It was news to the leaders of that business. What we did is we ended up announcing the deal but in terms of the CEO flying out to Denmark, in terms of fanfare and vision casting like on the ground with employees, that all was punted until people were back in the office. It’s because Denmark, I learned, shuts down in the month of July. That may or may not be true, but that’s what our local contact told us. There are nuances like that that’s worth considering as well.
You’re brought in by the acquiring entity, the individual, or the investor group that’s making the acquisition most often than not. One issue that I’ve seen rear its ugly head more often than not is employees or maybe certain clients or vendors feel slighted because the current ownership didn’t let them in on the fact that the company was being sold. I know your advice and your fiduciary is to the acquiring company. What would you advise the current owner of that business as far as messaging goes to all of those constituents? It’s because I’ve been in meetings where it got contentious that there were people who spent 30, 35 years in the business and they felt bad that they didn’t know. If there was no other way to do it, to tell them ahead of time would have been the wrong thing, so put that previous owner in a tight spot. Do you have any advice? Have you come across this before?Change is hard on people. That’s something acquirers need to think and be sensitive about. Click To Tweet
It’s a tough situation and why is that the case right there? The reason they’re feeling that way is that they feel invested in the business. They feel invested because they’ve been a customer for many years or they’ve been a valued employee. They have an ownership mentality and I think you’re right. In many cases, it’s not appropriate. It’s not an option to give them notice in advance. You have to do everything you can to demonstrate that they are valued to you in the context of that relationship. You can even address it like, “I wanted to let you know this beforehand but here I am and this is what I’m telling you. This is what it’s going to look like going forward.”
Is there an opportunity to involve them going forward in some kind of a customer advisory board or other kind of pseudo leadership function? I would look at that if that’s a significant risk for the business. If there’s one customer, I don’t know that you have to bend over backward and throw everything for a loop for one customer. If that’s a trend and that’s an issue that is concerning, then you may want to think about how you can set up an advisory board or something to engender that going forward if that does represent a risk to the business. At the same time, at the end of the day, this is a big change. There’s some level of ambiguity that gets introduced here that not everyone can get their arms around and not everyone is going to be involved with moving forward. As you know, that’s a natural part of the process. I think sometimes that’s okay and that can be even healthy in some ways.
Change is hard. Most people have a tough time dealing with change. Some can get over it faster than others, but it’s change. It’s also something for the acquiring company or the acquirers to think about. They have to know that there’s that sensitivity that people weren’t let in on the news and get ahead of that as well and maybe even help that owner out with that messaging. What role of surveys play if any in your opinion on communication, whether it’s surveys that are done before the acquisition or surveys after the acquisition?
In our context, we probably see it less just given the B2B environment. I think that’s something you might see more in B2C having a large customer base and things like that. For us in a lot of cases, we’re not brought in for the M&A activity specifically. It’s an existing relationship that we have where we know that company fairly well. If they’ve done customer surveys, employee surveys, those are all data points that hopefully, we would have on file and we can use it to inform the communication. It goes back to who’s putting together that communications framework, but any data that you already have to the extent that you can lean on and to develop that, it’s going to give you a better output.
I’ve seen a trend towards doing these surveys more and more. The surveys are disguised. They’re not calling up and saying, “The company might get acquired and we’re doing this survey.” It’s more around, “We’re doing this customer satisfaction survey. We’re doing an employee satisfaction survey.” Nobody’s mentioning that it has to do with acquisition but it gives the acquiring company or the acquirers a data point around the client base and the employee base, which could help inform what the communication should look like or the areas of sensitivity after the acquisition is done.
Hopefully, the best case scenario is you’re validating what you already believe to be true, but there’s a scenario where that surfaces blind spots that you’re not aware of, in which case you want to feed that into the communications processes as much as you can.
That happened on a deal. The acquirer would not close unless there was a satisfaction survey done. Thankfully, it was exactly what the owner had told them. The clients were very happy. The employees were very happy, but they would not close on the transaction until that survey was done. It was done at the tailend once all the other diligence was done as one of the last things before closing. It’s no surprise once the deal got announced, everybody then knew what the survey was taking place for a reason. Andrew, this is tremendous information. I’m bringing it up a notch as we look to close up the interview here. Are there some high-level comments that you would offer up to the M&A Unplugged community when it comes to communication? Maybe it’s even beyond this topic that we’re talking about.
Be intentional about it. Don’t leave this until the last minute. It’s only as good as your follow-through from a business owner or operator point of view. The best communications plan in the world is not a substitute for doing what you said you were going to do because the communications is a jumping-off point. It’s all about what happens downstream from that and that follow-through has got to be there or you lose credibility. That’s one. Two is try to use this as a moment in time and a lightning rod moment to build your brand externally, generate awareness, credibility through PR, demand generation and other activities. This is a moment in time, but it’s one that captures a lot of interest. People are paying attention. Competitors are paying attention. This is a moment that can be a foundational building block for hopefully scaling and growing in a big way. “You’re investing in communications now, continue to invest in that going forward because there’s a big opportunity for businesses who are growing through M&A.”
Andrew, I appreciate you being here. If people wanted to get in touch with you, how could they reach you?
Andrew, thanks again for being here.
Thanks, Domenic. I appreciate it.
I hope you enjoyed this episode. If you enjoy our content, please remember to subscribe and review our podcast. I look forward to seeing again on the next episode of the show. Until then, please remember that scaling, acquiring or selling a business takes time, preparation and the proper knowledge.
About Andrew Cross
As senior vice president and partner at Walker Sands, Andrew oversees the Chicago PR department, responsible for PR service delivery and new business.
A 8-time Inc. 5000 honoree, Walker Sands has been recognized as a top 5 U.S. tech agency (Holmes Report, 2018), the No. 1 mid-size PR agency to work for in America (PRovoke, 2020) and the No. 3 workplace for women in Chicago (Crain’s Chicago Business, 2018).
With a dedicated focus on B2B tech and services, Walker Sands was named the fastest-growing PR agency in America over $10MM (O’Dwyers).
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