In this episode, get an overview of how to assess, plan, and execute deals of various shapes and sizes in a variety of industries with an expert on M&A integration, planning, and strategy. Jeff Alvis is the Director of The Keystone Group who focuses on M&A due diligence and integration, profit improvement, and business and organization strategy. Today, he joins host Domenic Rinaldi to talk about the importance of having plans and resources in place from the beginning of the acquisition process and the end goal of M&A integration from pre-close to post-close work. Learn the three buckets of the whole life cycle of an acquisition and how Steve leverages this for a successful acquisition.
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Jeff Alvis: Integration Planning And Strategy
If you’ve ever acquired a business and had to deal with the integration issues after the transaction closes, you understand the amount of time and the level of difficulty in this phase. There are many ways that a deal can falter if the integration isn’t properly planned. We have an expert on M&A integration, planning and strategy, Jeff Alvis. Jeff is a director at The Keystone Group, a middle-market consulting firm where he has helped dozens of companies assess, plan, and execute deals of various shapes and sizes in a variety of industries. This work has resulted in smooth transitions, accelerated synergy, and integrated cultures. Jeff has been published in various national publications and has served on several local boards, including his position on the Northwestern Board of Medicine. I’m glad to say that The Keystone Group is a sponsor of the M&A Unplugged podcast. Jeff, thank you for joining me. I’m glad to have you.
Thank you, Domenic. I appreciate the opportunity and I certainly love talking about this stuff.
Could you give our audience some background on The Keystone Group and the work that you do?
I’d love to. It’s an interesting firm. It was started in 1991 by a few guys who were on the partner track at Andersen Consulting at the time. While they were doing well there, they felt that there was a void in the market for a firm that would help middle-market companies in a different way than many of the other large consulting firms. They decided to focus on middle-market clients and companies that primarily are manufacturers, distributors and business services. Also, one of the things that we bring to the party, which we pride ourselves on, is being hands-on in helping people not only with upfront assessments, planning, and analysis but also being there to help them when they implement the various things that we help them do. Those things fall into a few buckets.
The firms started doing turnaround work where bankers would refer us into their customers whose companies weren’t performing particularly well and we would help identify the sources of profit and cash leakage. We would develop a plan with the management team and then get the support of the bank to help them get out of the trouble that they’re in and not get into it again. That morphed into doing similar kinds of work, but for companies that were healthy. We still do a lot of the turnaround work, but we also do a lot of work with our clients on fairly targeted initiatives around growth strategy and around operational improvement. There’s a whole variety of different things that we do, but most of them are ones where we can get our arms around it. We do a quick analysis and assessment and then we work closely with the management team to execute on those initiatives.
Finally, our topic is M&A integration. In those situations, we’re helping and I like to think of it as pre-close and post-close work. In pre-close, we help them do various things to assess the value of the business. We’ll help oftentimes with what we think of as forward-looking due diligence, not necessarily what has the company been and what is it, but what’s it going to look like when the acquisition occurs. We’ll often help with various aspects of operational or commercial due diligence and then we also assist with pre-close planning. In post-close, we often help with key initiatives and usually there’s a few that will move the needle, whether it’s process integration or business integration and/or synergy capture. There are two that we work closely with the management teams to help them accelerate the time to benefit, which is one of the most important things to do to make an acquisition successful.
I’m excited because we have some great stuff to unpack here. There’s a lot of meat on this bone. I could see a couple of podcasts, there’s so much here, but let me start on the preplanning side. How early do clients bring you in? Are they bringing you in as they’re drawing up their strategy for acquisitions? Are they bringing you in after they’ve found a deal and are starting to go down the path of acquisition?
It’s changing a little bit. Years ago, we often would get called or if we were talking to someone in corporate development or a COO or someone like that who was trying to build a relationship with. They often would get us in what is later in the cycle. Often, people didn’t think about integration until after they had due diligence and far down the pike, they’ll say, “This is going to close in 1 or 2 months. What do I do?” We’ve always believed that you need to be thinking about immigration from the get-go. I heard a couple of other podcasters talk about having a good M&A strategy that then drives what you want to do with the businesses that you acquire, which starts as early as possible. We don’t think about diligence and planning separately. That’s why I think of it as pre-close.
From the beginning, the companies should be thinking about figuring out what this company is all about and the value of it, but the strategy and how we’re going to integrate is important to keep diligence, focus and to do the planning effectively. As people have begun to realize that that’s important, we’ve been asked to get in and help them earlier in the cycle than previously. We get calls from people who have bought something and maybe it’s not going so well in a variety of circumstances.
That’s your triage group, right?
Yes. It can be, unfortunately.
Let’s talk about the preplanning side. In an ideal scenario, companies thinking about making an acquisition are concerned about integration, culture and fit and they call you early. They’re putting it up on the drawing board. You come in, what exactly are you doing with that management team? How are you helping them think through how to approach the acquisition from those perspectives, from integration, culture and all those types of things?
Certainly, we spent time talking to them, looking at the materials they have and how they’ve thought about the deal. When we think about the whole life cycle of acquisition and I’m a bucket guy. We usually think of it in three buckets. The first is for shorthand, we call it day one, but it’s business continuity. How do you want the business to operate post-close? To what level do you want to integrate the business processes and that thing? We have a couple of tools that we’ll walk them through and it’s simple stuff. It’s usually instructive to get the leadership team together to make sure they’re on the same page.
We’ll go through different functional process areas of the company and say, “How deeply should we integrate this function or this business process?” It prompts a healthy discussion. It’s a little tool. You slide the arrow back and forth that say, “Not much or a lot,” and we can test, challenge and talk about those things. That’s on the day one continuity. I was on the client-side for a long time and did acquisitions in a variety of different ways. If you screw that up and if you don’t have a good way to integrate the companies and preserve the top line, you can synergize until the cows come home and you might not have such a good deal. We think that’s important to get that right.
The second bucket is we think about our synergies and risks. What are the handful of things where you see the incremental value that the two companies are going to create? We have a similar exercise to walk through that talk about different places where you may have an opportunity to shift synergies. Get people on the same page and make sure that over the course of the planning, you prioritize those things well so that you don’t try to do too much and that you can get things done quickly. The third is we think about soft goods. That’s all the human capital aspects of the deal. That’s pre and post-close communications, organization structure, culture, and things like that.
That’s become much more interesting for people to talk about and they’re more interested in it. CEOs used to think of that stuff as touchy-feely and now, they’ve come to realize how important that can be. We found a good diagnostic tool. It’s a third-party tool that we’ve found works well and it gets underneath the culture in a way that’s insightful. Oftentimes, people say, “Our cultures are the same. I walk around the plant and everybody says safety is important. Productivity and equality are important.” This tool helps you get underneath the covers a bit, understand more deeply how the companies work and make decisions and how they work as teams, and high-value customers.You only have so much time post-close to do things that people are expecting you to do. Click To Tweet
It can be a good way to complement all those qualitative aspects, which are talking to people and maybe talking to a handful of customers and see what they think. We typically try to work on those aspects fairly quickly to ensure that the leadership team on the acquiring side has their act together, they’re well-aligned and they know what the important issues are. It’s good if you can do that even as diligence is starting, so that diligence can be focused and you’re making sure you’re paying attention to things that are going to be critical to understand as you think about how to bring the two companies together.
I talk often on the podcast into my clients about how important the cultures and the people are in the transaction. In my opinion, products and services and what you do are great, but the people make the thing tick and make sure good fit matters. Can we talk a little bit about that? How does that process work? Are you interviewing employees? Are you interviewing clients? Are you behind the scenes? Are you giving the tools to the management team to do this? Where are you in the process and how deep does something like that go to test the cultures to make sure there’s fit here?
Our philosophy as a firm in everything that we do is that we want the management team to be front and center. When I was on the other side of the table as a client, I never liked it when the consulting firms came in and took over. It became the X, Y, Z project as opposed to my company’s project. We try to equip the leadership team as best we can to work closely with them and what they’ve often found helpful, we’ll typically interview the management team on our client’s side individually. We usually will try to facilitate some group discussions with them and then we’ll be able to playback to them where we think there’s alignment because oftentimes, strategy and the issues are not as well communicated as you might think amongst the management team.
We’ll do the interviewing and then as we work and start to develop the integration teams, that takes you to another level below that. We’re hands-on with the way that we like to work and we try to engage. We’ll often talk to people, hear things and bring that forward. In some cases, we have a way where we can go out and talk to customers if we think this may be impactful for them and we’ll get the opportunity to a little bit of that and bring that in as well. The survey tool, which everybody doesn’t always want to use, it’s an online survey and it’s effective. We’ll administer that and then we help interpret the results. We’ll do all that work as much as we need to behind the scenes and play the leadership where we need to. We feel it’s critical for the leadership team and the people in a company to own the process and understand it. We’ll help them execute as we need to do. It varies of course by company, how many deals they’ve done and how strong the team is with respect to working on an acquisition. We’ll plugin and do as much as we need to.
Jeff, do you have a scenario, situation or example where you did this work for our company and there was a gap? Maybe it was a significant gap or it was a small gap. Did it result in a company walking away because it became obvious that the cultures didn’t mesh at all? Did you create this action plan that then they went and executed against?
On this side of it, there hasn’t been a situation where the client has walked away from the deal because of something that they discovered. Sometimes that will happen earlier with the management team as we are talking to them and they just can’t get along. One of the things I like about this tool is that it gives you the ability to diagnose where there may be issues and/or opportunities to leverage and then put action plans against them. It’s a simple tool and it’s easy to understand. I’ve used a few that are so esoteric and you don’t understand what they need. This one is actionable, so it’s usually in the part of the process where the deal is likely to occur. We have to be careful how much you do with the target ahead of time because we deal with both companies. It helps provide an effective way to close some of the gaps that you see that may exist.
We’ve had clients who have said, “I’m buying this other company. I’ve known them for a long time. We’re better than them. We like the way that we do things, so our goal is to assimilate them into our culture without messing up anything that they do well.” Others have said, “We’re a little bit different in the way that we operate and we want to leverage the best of both worlds. We’re open to understanding a little bit better what they do well and how they do it. We’ll try to blend those two things together as effectively as we can over some reasonable period of time.”
You come back to them and you give them some report or a gap analysis. Do you have a name for it? What is that report?
It’s part of the diagnosis, the culture assessment and gap analysis.
This is consulting and it looks like you brought some science to this and some third-party tools. How does somebody quantify what you’re doing for them in this area? You could easily say that the people are the most important thing and you can’t mess it up. What’s the price of messing that up? How do you, as a firm, quantify the work that you’re going to do for them?
Broadly, we believe our mission with our clients is to help them execute two things. One is an effective seamless transition, which means no disruption to the core business. If you mess that up a bit where you lose a customer or for some reason, you haven’t checked the right box, that you can’t ship something or there’s some problem like that. We talk about a seamless transition, which is the business operates well, the organization model is in place and the people that we want to retain are retained. We try to check to make sure we check those boxes off. We’ve had a good track record of helping people exceed their synergy expectations, both in terms of typically the amount that they thought that they would achieve their plan. More importantly, we help them accelerate the time to benefit. We try to measure ourselves against those two things. The people aspects of it are a major component of both of those.
Jeff, along those lines, I’ve seen this time and time again, people and companies who don’t do this a lot, completely underestimate what it takes to do an integration and do it properly so that it is seamless and it doesn’t take years to figure out and you keep the people and they’re motivated. Along those lines, when you deliver to a client the list of things that they need to pay attention to, what’s the feedback you get there? Are they completely shocked at the comprehensive nature of what they have to look at? Did they anticipate those things? What’s a typical reaction and where’s the gap between what you need to accomplish and where their heads are at in regards to the integration?
It varies a bit. One of the things that we’ve been able to do over the years is we’ve developed across all the things I’ve been talking about, a good set of tools that help guide the process. For example, regardless of when we’re asked to show up, we have a series of functional planning tools. If you think about in most integrations, typical lineup, the functional integration teams. We’ve got this comprehensive checklist that says, “Here are all the things you need to be thinking about, things to be looking at and things to be planning for in this area.” What we like to do is based on information that we have and talking to the client, we can quickly customize those tools.
If there are 300-line items on the HR checklist, there might be ten that matter. We can allow them to get focused. We’re not whiteboarding stuff. We’re not starting from scratch, but we’re able to tailor these tools and all the things that we bring to the party quickly to match up to the deal. We were able to take things that might seem either abstract if they haven’t done it and they’re not sure where to start or things that can be viewed as complicated and quickly make them understandable and fairly straightforward.
We have a couple of things we like to do early on. We call one, a leadership workshop or we’ll typically do that. We’ll deal with the management team of the acquiring company and as early as we can, we’ll get the leadership of the other company together in the same room. We have a fairly structured set of things that we walked through to get both sides well-aligned. You think about, “What are you going to go tell the troops? How are they going to plan? How are you going to communicate? What are you going to talk about?” It all becomes an output of that. You’ve got the guideposts for the planning exercise and then right after that, we engage the integration teams and we’ll bring these tools. I’m an old school guy, so I like to do it in a room of people around tables, flip charts and those sorts of things.
We’ll guide them through completing their first draft of those plans. Within a couple of days, you’ve got the strategic guidelines and all that guidance for the planning team. You’ve got the planning teams and each of which now has their draft plan that says, “Here are the most critical things I’ve got to get done pre-close for day one through day 100.” Those are the things that we start marching and executing on pre-close because it can be overwhelming. There are a million things to be thinking about, but there are ones that are going to be most critical for that deal. We try to do that quickly because things are going to happen. Issues are going to pop up and stuff that you thought isn’t going to happen. Having that tool and that approach allows you to adjust and adapt quickly.Think about what handful of things are going to be important and how you can try to execute on those crisply and relatively quickly. Click To Tweet
It sounds like your process and the way that Keystone approaches this is to get buy-in as well from all of the parties that are going to be involved, leading it and the people that are going to be executing it.
It’s the most important thing. Whether you call it the integration management office or whatever it is, there needs to be an integration leader who’s going to do the right cadence and keep everything moving. We’re involved because we often will help lead that aspect and then we’ll have people, sometimes, they’re deployed to help with different integration teams. I always talk about that as a combat sport. There’s no substitute for being engaged with the people that you’re working with. We’re not sitting in conference rooms and force calling people, “Where’s your status report? It’s due today.” We’re helping them not only make sure that they’re planning correctly but oftentimes, we’ll help them resolve some of the issues that they have to resolve.
There’s the stuff that our clients need to do because they have the expertise and we may not. There are often a handful of things. For example, we can help review contracts if there’s a bunch of customer contracts and there’s a certain set of clauses that we need to look for to identify where there might be some issues. We can take some of that burden off our clients, all of whom have a day job as well as special projects. One of the reasons I like what we do and the way we do it is we add a lot of value and help minimize the amount of time that the client needs to spend and make sure they’re spending it as effectively and productively as possible.
Jeff, if I’m correct in assuming that in these tools that you deliver with the integration plan, you’re also identifying whether or not the companies have the right resources to implement, and if not, maybe identifying third parties that they might want to bring in to help them with certain aspects.
That’s one of the first outcomes when we start the planning exercises. We try to keep focus. One of the things that companies often can do is try to do too many things because it can be overwhelming. One thing is, based on our experience, we’ll help them make sure they’re getting focused and prioritizing the things that are going to be critical. Part of one of the outcomes of those initial sessions is, “If I’m going to do this post-close, what’s that going to take?” We develop a high-level plan early in the pre-close period for what I’m going to need to achieve those results post-close, so sometimes, it’s a third party. Oftentimes, given the experiences and the expertise of our people, we’ll complement their teams.
For example, we had a deal that we worked on that was a fun deal. Their biggest post-close initiative was a public deal and they had given a synergy number out to the investment community. The biggest part of that was on procurement, so they’re similar companies. They had a good procurement team, but it was small and they had never done an exercise like this before. We were able to support them in a few different critical ways. One is we help them think through for each of their categories of spend, “What’s the right approach to go out to the market? Do you do a full RFQ? Do you simply go to the lowest price guy?” There are some nuances to that and some knowledge that helps decide that.
Once you decide those, we prioritize them based on time to benefit and value. We also have a process that we’ve done several times and some tools that help them go effectively out to the market, interact with the suppliers and do the negotiation. They’re doing the bulk of that work typically, we’re supporting them, holding their hand to some degree through that process, and make sure it gets done effectively and quickly. I believe the time to benefit is important and most companies don’t have enough people sitting around waiting to do this stuff.
Everybody’s got a full-time job and they’ve got integration thrown on top of that and it could be completely overwhelming. There goes all your plans down the tubes. I get this and it makes total sense to me. It’s important to have a plan in place and be thinking about integration and have the right resources. Jeff, give me an example if you have one where someone didn’t do the proper planning and The Keystone Group is having to come in and do triage? What does that look like? What are you doing? What’s your approach in those situations?
Oftentimes, it’s private equity roll-ups that don’t work well and those can turn sour fairly quickly. On the corporate side of it, you think about some of the things I believe are best practice things about clarity and speed and all that where they haven’t done that well. We had a situation a couple of years ago where they had failed to do to understand the importance of how post-close go to market strategy. I find companies oftentimes are reluctant to mess around too much on the commercial side of it because they think that they leave everything alone and it’s going to be just fine. In this particular case, when the deals get announced like the customer is expecting something, people expect something’s going to change or there should be some communication.
In several instances, we had people from both companies continuing to serve the same customers, but without any clarity about what they were doing and why. The interfaces that they were presenting to the customer for everything from the person calling on them to how they went about the order to cash process, how they even sent out an order acknowledgment or send out an invoice and the customer said, “You’re becoming more difficult to do business with after post-acquisition than it was before when I was dealing with you separately.” We’ve helped with this a few times. We have a concept, one face to the customer. We help them quickly go through a phone call from the time you end up delivering and then collecting cash from the customer.
How do we revamp all of that to make it more streamlined? We call it one face to the customer. How do you present a unified face? They were able to go out and talk to the customers and say, “We realized we should have done this and we didn’t. Give us a little bit of time. We’ve got a plan and we’re going to solve it.” There was some disruption that they had by not having done that, but we were able to help them implement that fairly quickly. It wasn’t elegant behind the scenes but to the customers, they were able to course-correct reasonably quickly and mitigate some of the potential damage that might’ve done.
When you say reasonably quickly, are we talking months or weeks? How long?
We were able to help them communicate the plan quickly. It was about 80% of the customer base so that one was probably a couple of months from start to finish because there was some operation that needed to occur to make sure that it worked properly. We collectively work with the clients. We’re able to communicate upfront, “Here’s what we’re going to do. Here’s what we’re shooting for.” We’re able to get some customer input, too, which was helpful, so we bought some time. It was a couple of months if I recall correctly or something like that.
The work that you do at The Keystone Group is outstanding and necessary. You’ve had a bird’s eye view and you’re an expert in this field. You’ve been involved in many M&A integrations. If you were to leave the M&A Unplugged community with a couple of thoughts about transactions, acquisitions, integration and culture, what would those be? What are your big messages to folks out there?
I’d say a couple of things. I’ve mentioned speed a couple of times and I don’t mean to be reckless, but you only have so much time post-close to do things that people are expecting you to do things. Think about, “What is the handful of things that are going to be important and how do I try to execute on those crisply and relatively quickly?” I keep momentum in those sorts of things. To do that, you need to have clarity and focus and then alignment around what those important things are and get people aligned up to do those well.
Second, we always suggest to people that the earlier you can start communicating both to your own company as appropriate to the target about what you plan to do and then be consistent. It’s critical and I always talk about being candid because sometimes there are things that you plan to do, but you think the target is not going to like. Maybe you’re going to consolidate two plans, pre-closing the office or something like that. In my experience, both having been in companies that were acquired as well as what I’ve seen on this side of it is if you treat people like adults, they’re going to behave accordingly. We’ve had situations where something like that was going to occur and at the appropriate time, we communicated that. I can’t tell you how many times people said, “I appreciate you telling me that. We had a plan. This is going to happen and it can happen over three months. Here’s what your role can be. You may or may not have an opportunity to be part of the company.”For culture to be embodied and embraced, the people from both companies must be seen working together. Click To Tweet
Usually, those people are the ones who will be engaged effectively. Communication is important. Post-close in addition to doing those initiatives quickly, senior-level engagement from both sides, but mainly from the acquiring company. They’ll often be involved at the close. They’ll go out, visit people and shake hands and all that thing. The best way for culture to be embodied and embraced is for people from both companies to be seen working together. If the leadership team does that effectively, it can overcome a lot of sins and an effective, engaged leadership team can be critical. I can’t emphasize enough the importance of that both pre and post-close.
Jeff, those are great and outstanding points. It’s been such a pleasure having you on. If folks wanted to reach you at The Keystone Group, how could they get in touch with you?
My email address is at [email protected] and probably the easiest other way is my cell phone number, which is (708) 205-6759.
Jeff, thank you again. It’s been such a pleasure to have you on.
M&A Unplugged community, to summarize a few of the key things that came up that Jeff pointed out, the time to think about integration is the day that you start to think about doing an acquisition. There are many elements that are going to come into this like, “Do you have the people and the resources to execute integration after you acquire a firm? Do you have the expertise?” Understand that integration needs to be done seamlessly as quickly as possible so that you don’t lose momentum on either side. These are such key points and then communication both internal and external. Have a key plan on how you’re going to communicate to people and do it as quickly as possible and as frequently as you can. I hope you enjoyed this episode. If you would like to learn more about the process of acquiring or selling a business, please visit our website at SunAcquisitions.com or feel free to reach out to me at [email protected]. I look forward to seeing you again on the next episode of the M&A Unplugged podcast. Until then, please remember that scaling, acquiring, or selling a business takes time, preparation, and proper knowledge.
About Jeff Alvis
Jeff Alvis serves as the Director of The Keystone Group. At Keystone, Jeff focuses on M&A due diligence and integration, profit improvement, and business and organization strategy.
On this episode, Jeff discusses how The Keystone Group can help with mergers and acquisitions, the similarity between diligence and planning, culture assessment and analysis, and the importance of having plans and resources in place from the beginning of the acquisition process.