How to use a M&A Integration Playbook
By Michael Holm, Nordic Partner and Scott Whitaker, US Partner
This article will describe how to select and use a playbook in your next M&A integration, how to capture learnings after a completed integration, and additionally recommended playbook uses in five different dimensions: project leadership, function, core processes, people & culture and geography.
How to use a M&A Integration playbook on your next acquisition
Lack of pre-planning and thinking ahead is one of the top 10 mistakes in M&A integration.
The most use case for when to create a M&A integration playbook is when the acquisition process looks, more or less, the same every time for the company’s M&A activities.
In addition to a consistent approach to M&A, companies benefiting from a playbook have integration plans that are fairly consistent (i.e. in Q1 you execute this set of workstreams and initiatives, in Q2 you execute the next set, etc.)
Typical deal rationales for utilizing a playbook, are:
- “Economies of scale”, transactions typically center around taking cost out of the target or the combined company
- “New product growth” is focused on introducing a new product into the acquiring company sales & marketing machine to accelerate sales
- Roll-ups/buy & build scenarios are most common when the targets are all in one country and integrated into a larger platform company–a large company is buying multiple smaller companies
- Asset purchases (patents, brands, licenses)
- New or adjacent market entry
The requirements on the project leaders and the integration team’s M&A integration knowledge capability, experience, analytical and business understanding depends on the complexity of the deal rationale. The playbook will also contain governance gates, milestones and KPIs/measurements. Training of integration team members and workstream leaders could be appropriate and also a 1 or 2-day kick-off meeting, depending on the size of the acquisition.
Seven aspects for utilizing a playbook:
1. The company M&A integration DNA is normally not agile and systematically finetuned once set. The business model/deal rationale needs to constantly evolve with the market and the company business operations. A playbook is a way to ensure clarity in how M&A integration is to be done going forward, that lessons learned are captured and the process is being measured and improved (similar to a production or sales process).<
2. New employees find it harder to understand the M&A integration process since it is not fully documented and part of the line organizations business-as-usual responsibilities. A playbook gives a holistic and cross-functional view for new and long-time employees that is valuable. It can also be presented to targets to provide confidence, reduce fears of hidden agendas and set the right expectations.
3. The examples of typical deal rationales mentioned earlier are very much dependent on how the acquirer’s leadership manages the discussions and relationship with the owners and entrepreneurs. A playbook is a place and a way to capture learnings from previous acquisitions and develop tools & mitigations.
4. If there is more than one deal rationale used, as is often the case in large companies with many business units, clarity is needed within the corporate functions of the integration project, as well as the whole company, on deal rationale objectives within the communication plan. Hence the use of nicknames such as “iron out”. (see more on this below)
5. Having an end-to-end integration methodology, actions, tools, KPIs and templates.
6. There could be variants within each playbook, such as bolt-on, partial or full integration.
7. Governance and leadership focus on setting the right objectives. In “economies of scale”, every day lost in execution affects the deal business case negatively. In “new product growth” it is about putting optimal incentives in place, with speed and agility to adopt the customer/market feedback. A playbook with templates and policies will speed up the integration.
The five dimensions of a playbook:
1. Integration project leader
The person that picks up the playbook first and begins to draft the overall objectives, scope, responsibilities, resourcing, time plans, governance and KPIs /measurements according to the playbook templates. Any known deviations from the playbook based on Due Diligence of the current target is communicated to the project. The communication plan and risk management should be prepared and synergy plans drafted based on the deal team’s Due Diligence.
2. Function
Each functional workstream (sales, operations, finance, IT, HR, etc.) picks up ways-of-working and selects task lists, checklists, tools and templates depending on the chosen variant from the playbook. These are used as a base when analyzing how to plan and execute the current acquisition. Analysis will be needed to tailor the execution to the target. Responsibilities and resources are assigned to actions and are planned in time. More than 80% of the actions will be identical and only a few need to be tailored to the target. Responsibilities and resources are assigned to actions and are planned in time.
A function will have many set actions, task lists and templates to choose from (depending on how many acquisitions have been completed since the playbook concept began) For example, HR can have alternatives based on the size of the target company (small or large) , IT and Finance can distinguish action/task lists depending on the decision to keep or integrate ERP/Finance systems, HRMS, CRM, infrastructure and shared service centers. The core of the business – sales and operations – should strive to work from one or as few as possible task/action lists as possible to benefit from the playbook concept.
3. Core processes
Cross-functional workstreams and playbook templates are setup for merging the two companies core processes. The lead-to-cash and procure-to-pay are analyzed and the execution plan determined. This is where most of the value will be realized in the “economies of scale” deal rationale. It is important to allow for adequate time to analyze, ensuring the optimum scale leverage.
The target might be integrated into a division (or form a new division) of the acquiring company. The activity in this dimension is focused on a) mapping the targets and b) acquiring company processes and IT applications that are supporting those processes. In some deals, when there is a digitalization rationale or opportunity, the different parts of the operating model need to be updated due to the acquisition.
For “new product growth”, the process mapping is focused on integrating sales and marketing, as well as, the distribution/servicing of the new product in the combined company.
In roll-ups and build-ups, the process to be used will be the acquiring company’s business process. The activity in this dimension is focused on mapping the targets processes and determining how to best transition over to the acquiring company’s processes. Or simply, stop working according to the target’s processes and transition employees/operations over to acquired company’s processes.
4. People & culture
Templates for on-boarding target employees and communication/actions that start cultural integration are prepared. The base is normally the acquirers’ new employee on-boarding process that has been modified.
In the “economies of scale” deal rationale, there are most likely to be redundancies. The people and culture workstream is very much involved in analyzing and executing the redundancies, which is the result of other workstream analysis.
Sales incentives are the focus in the “new product growth” deal rationale. This workstream needs to be quickly put into place by using playbook templates and the acquirers guiding principles or policies.
The use of a culture/employee survey(s) is recommended to understand the target’s and acquiring company’s employees, as well as the approach to leadership.
5. Geography
This dimension is valid for targets with operations in several geographies – regionally or international. Feedback, issues, and questions need to be collected in all geographies from both the target and the acquirer. Validation of these will ensure that communication has been received and understood.
Providing some flexibility in the playbook will accommodate different local setups or situations. For example: integrating two offices within the same city vs. a standalone office.
Putting it all together
You should now have a good overview of the use of playbooks and variants within playbooks. In many deals there is a mix of deal rationales where the acquirer buys both a new product and a geographical market entry. A rule of thumb is to select the playbook that fits best to where most of the deal value is – in the new product or in the geographical market entry – and then adopt it to fit the deal.
Most importantly for all M&A integration playbooks, responsibility must be assigned to capture lessons learned and coordinate the playbook centrally. This can be done in a repository (SharePoint) or a tool (Smartsheet, Teamwork, etc.). The structure and rules of this responsibility must be clear and agreed across all of the business units to ensure the success of the playbook.
Further information on playbooks:
HOW TO BUILD AN EFFECTIVE M&A PLAYBOOK
Michael Holm and Scott Whitaker are Partners at Global PMI Partners, an M&A integration consulting firm that helps mid-market companies around the world by delivering exceptional consistency, speed, and customized execution on the complex operational, technical and cultural issues that are so critical to M&A success.
