Managing M&A Communication Workstream

Intro

I'm your host Kison Patel, CEO, and Founder of M&A Science and Dealroom. Joining me today is Jeff Hennig Senior Director of Corporate Development at Xilinx. 

Jeff manages M&A and corporate venture capital. Today we're going to talk about how to put an effective workflow in place to manage M&A communication.

Jeff, if you wouldn't mind kicking things off with a little background on your M&A experience. 

I've been at Xilinx, in this role for almost four years now I can talk about the craziness that's happened since I've come back as we get into the discussion, but Xilinx is currently being acquired by AMD, which is very interesting to be a part of that process.

Before Xilinx. I was an investment banker working in the technology space. And before that, I was actually at Xilinx doing corporate development. So I've been on one side of the table, then I've gone to the banking side. 

Then I've gone back to corporate development, which has been very interesting to just get different perspectives on how people think through deals and definitely has helped me in my career.

I am originally an engineer, so I did work at Intel corporation for a bit before I went to the dark side of finance, but it's been a great sort of career in M&A so far. And I'm looking forward to a great discussion today. 

How important is it to have a dedicated person for communication? 

I think it really depends on the company you work for and how important M&A is in your strategy.

If the company is highly acquisitive or is seeking to be highly acquisitive, you really do need to have a dedicated communications team or individual to help drive on the M&A communication side.

If it's more ones and twosies, you can probably get by with just pulling in some of the comms team as you do different deals. 

But what I've found in my career is having repeatable M&A and having those lessons learned that you get and implementing them into your next deal. Those are all things people learn so much as you do these transactions. 

And every transaction is different. So having a dedicated comms version gives you essentially one single source of truth that you can continue to use going forward and forward for all these deals. And it just helps make your life a lot easier.

Whereas if you're obviously not being as inquisitive, you can probably get away with a part-time resource and the existing communications team. 

So if you're active and you're doing this every year, you should really consider having a dedicated resource? 

Absolutely. You want to build out those processes. 

You want to be continuing to make deals efficiently and effectively when you're executing and having a communications process that's built out that has an owner who's well versed with what to do, when to do, who to go off and talk to. 

From a deal lead perspective, it's a lot easier when you can hand that off, or you can get support from somebody that knows what to do versus if you're a captain in a deal and you've got to educate the communications team on, and you have to drive that additional workstream.

It can be challenging. So definitely if you're being more acquisitive, it pays the bills and it helps out a lot to have probably one or two dedicated accounts people. 

So when should you start planning for communication? 

I'd say early, what I've found is M&A is at times it's just, you're running with your hair on fire. Like you're just running around. There's always stuff going on and how we do it at Xilinx is when we're looking to submit an offer and we're at the stage of preliminary approval. 

We do have a view on high-level, what does the communications strategy look like? Are we going to announce this?

Obviously, there are certain sizes of deals that you have to announce and you have to stay within the SEC requirements there, but if it's a smaller deal, do we want to announce it? 

Like, how do we want to approach in terms of internal communication with our employees, their employees? 

You start that very early because that gives you a sense of who's going to be involved in the process going forward.

And if you do get to the point where you are moving past sort of the LOI phase, you have a deal and you're doing diligence.  You're working with the target and maybe that targets advisors to get diligence completed and get a contract together. 

There's a lot of stuff going on. Communications can take a back seat for a lot of these things when there are real diligence problems or agreement, legal contract issues that are going on during that time. 

So it's good to have expectations that early and alignment early. So that'd be my recommendation. 

One of the Interesting things you mentioned was to announce or not to announce. Can you give me a little bit of the timeline and when you start getting some of these considerations, how does that unfold and what does that look like before you really get into the details of building a plan? 

If we're buying a public company or there's a public company involved then you have to be transparent. You know at that point in time at a high level, what are some of the main communications deliverables? You have to do a press release, you have to do an 8-K file. 

There are things that you're going to have to have a way to communicate with the sell-side researchers on Wall Street. You're gonna have to have a way to maybe talk to the press and to the employees at both companies like that's kind of laid out for you. 

That's something that you start very early. So when you're getting to the point where you have the handshake on the contract to you. For a public deal, you're starting on the communications process very early. 

A lot of times for bigger public deals, you may actually just loop in to help you. So you may have your own internal comms team working with sort of a third-party communications advisor on the deal. 

When you take away the public aspect of transactions, that's where you have a bit of flexibility. Again, it depends on the materiality and size of the transaction, but if it's a small acquisition we're talking about, you could be just throwing it around.

Do we, or do we not announce, but you have to have a sense of that very, very early and you have to game out. What are the key deliverables associated with that if we decide to do a small announcement for a small talk and deal we're doing? 

Or if we don't do an announcement, what are the ramifications of that? Are there existing customers that they have today that are going to be just blindsided by this whole thing? How do we communicate with them if we don't make it public? 

I would say at a high level,  you're looking at the process very early and you're identifying what are the deliverables and who is the audience for each of these deliverables? 

But the real workaround moving that forward doesn't really start until after you have a handshake clearly,  because you're not putting pen on paper until you actually have a bit more certainty around the deal. 

And then on those private deals, it sounds like a good number of them don't ever get announced at all. You can acquire these companies and we don't see a bunch of releases with the big serial acquirers all the time with announcements of acquisitions. 

It really depends on maybe the sponsor for the transaction and really the rationale. If it's a deal that maybe fits into a piece of your strategy that you're really trying to emphasize to the public or to the street. 

It may actually make sense to announce, even if it's a smaller deal, just to show that you're building out this capability. And that's something that I've seen done in the past. 

The other thing is I go back to what's the scale of the business you're acquiring. And do they have real customers? Do they have real suppliers? How many employees do they have? 

You have to take all that into consideration because if you're not announcing how's the communication if they do have customers, is that working? Are you having to go and cold call all those customers directly and to say that you're the owner of this company going forward?

Sometimes it's just easier to do it from a public standpoint, if there's a certain scale, to the business that you're acquiring because it just makes it easier. 

You can get your message out. You can point people to the press release.

It just can simplify things, but certainly, something to consider when you're looking to announce or not to announce.

What are the reasons for disclosing versus not disclosing those terms? 

One is you may have to disclose it based on the thresholds. 

So if it's a sizable deal and every company is different in terms of how they view, like materiality, and whatnot. Their auditors will play into that a lot of times, but you'll have to announce it. Obviously, if you get above a certain threshold, you have to go through that. 

Employees are going to find out. 

Is there a reason why we're hiding this from employees? Are we going to have to file this sometime later in a financial statement and it's going to be a number that employees will go off and figure out. If we're going to leak out there's not enough tightness of lips on the stuff where it's going to leak out to the employees. 

And a lot of times for these private deals,they just don't get announced. If they do get announced, then they don't actually have the financial metrics. 

A lot of it is when you include the financial metrics around it, you're going to get a lot more questions from various parties.

It just gets into a whole slew of things. And if you're trying to message, hey, we bought this company. We own them now. This is really important to a strategy. 

Sometimes you don't want the focus to be on how much you paid and you want it to be on this is really helpful for our strategy.

The strategy is really important to helping us grow, but, we don't need to talk about the financial merits of this deal as it pertains to the purchase price. 

I always thought it was just maybe the founder-owner didn't want people to know how big or small of a payday he got. 

I think it depends on the value. Again, there have been deals that I've been on where the founder has certainly wanted the price to be disclosed and we haven't closed it. 

And then vice versa where we've maybe been more open to talking about the value, but obviously when it comes down to communicating anything publicly, you have to get approval from the target as well, and make sure that they're comfortable with it. 

That's very important. 

But for these private company deals, the buyer really owns the messaging, but you obviously don't want it to surprise the target company management and employees with messaging and hasn't been necessarily reviewed by them as well. 

What are key considerations in building your communication strategy? 

Deal type. What's the size of the deal? How does this fit into your strategy? What do you want to be conveying or what is the appropriate audience that you want to be messaging to? 

How are we going to communicate to our own employees? What is the message that we're going to say internally? How are we going to communicate to target company employees? 

How is the target company management team going to maybe message this to their employees as well. 

We want to make sure that we at least have some insight or input to that messaging because if the target management is like, everybody's going to have jobs and sunshine and roses.

And then we come in and there's a reduction in force. That's not going to be really well-received or not aligned. 

So you have to make sure that you're looking into how it's being communicated to the target base, not only from us but from the target's management team as well. 

It really just the audiences that you're looking at, what are the reactions or possible reactions to them? What exactly do you want to get out of messaging this? Either to internal employees or to a public audience? 

Do you want to be looking to take interviews with different industry analysts as part of this to try and maybe include this as part of an announcement for a product? So that's where you're doing a deal and you've got a particular timing for the transaction. 

But you should look at what else is going on, that the company is doing close to announce or do we have an earnings call? 

Do we wanna tie that announcement to an earnings call, because that makes it a lot easier versus having something like an earnings call and you can't mention anything.

And then 4 or 5 days later, you announce a larger transaction that sometimes can be read the wrong way. They can create a lot of volatility. If we're launching a new product or there's a new strategy that we're announcing, do we want to tie a deal into that? 

And can we time the communications content announcement to align with that maybe broader company announcement? Those are other things to consider. 

So it's not necessarily who you're messaging to and what you are messaging. But does this need to be aligned with other corporate messaging that could be coming down the line around the same time.

Does this change while you're going through diligence, and obviously that's a whole ordeal of uncovering information?

It does. You get into the weeds with diligence, certainly. And diligence can sometimes change your deal thesis, right? Like you can change your, “oh, we actually think we want to shut down the products. 

We just want to have it as an internal offering that we give the customers, we're going to kill the brand. We're not going to sell it like, to go-to-market, it's gonna go away. It could be vice versa”. 

We want to, we actually think there's real value here, we can sell this. And that kind of changes from maybe the deal thesis that you had in mind. So that definitely changes your communication plan. 

Maybe it changes it from a standpoint of what you're publicly messaging as a press release, but it certainly changes how you're going to customers and maybe how you're going to suppliers on what that position means for them.

You're going to find out a lot more information in due diligence that should be fed into your communications plan. 

And certainly, key messages and everything else that you're trying to make sure it gets read out as part of any announcement may also change based on the go-forward basis of the transaction.

Things that you find in diligence could impact other merits of the deal. So a lot of stuff can, it can change, for anything and process as part of DD. 

Identification of the stakeholders early on and going into a handshake, like how are we going to communicate with each of these stakeholders? What's our plan with customers? What's our plan with suppliers? 

What's our plan with internal employees and target company employees? What's the plan on external messaging with the analyst? 

And then as you move through diligence, do those key messages for each of those audiences change based on what you're doing in terms of the business model going forward, or other findings that you've got during due diligence, certainly all feeds back.

When you say external, I'm thinking of the press release, but is there anything else external?

So there's the actual messaging itself in the form of a press release, as you mentioned, or it's like also the audience. 

So external could be a press release, which is usually posted on the buyer’s website, could be also mimicked on the seller's website as well that they could issue in parallel with the announcement.

I think external also includes are we going to be taking in calls, but with different folks from the street as part of this, are we going to be getting on? 

You may get solicitations depending on the size of the deal.

Are we going to take those? Are we willing to go and take interviews publicly and talk about this or talk with our research analysts or industry analysts on what this is? 

So it's not necessarily what's getting posted in the form of a press release, but it could also be other events publicly. That's your messaging, the merits of the deal in communicating. And so those all have to be aligned and figured out well in advance. 

So that's really on the external side, on the internal side, you've got employees, you've got target company employees. There are obviously different ways to approach that. 

But certainly for a bigger transaction, company-wide emails, sometimes you'll have individual business unit leads or functional leads, messaging this in their own ways, their own teams. 

But usually, there's a company all-hands, these town halls, etc, that go along with that as well and on the target side. And then I would group like customer and supplier. 

Communication, it's not really external because it's usually under the cone of silence, but then like an NDA. So you're talking to them. So it's a supplier-customer or customer-supplier relationship, but those certainly have to be fleshed out as well.

Do we need to have our CEO call our main customer as part of this transaction or our main supplier, and actually have a longer conversation about what this means for them? 

And then what is the break-off where it's a CEO-level dialogue versus a head of sales or head of operations calling those key accounts.

And then where you filter that down the chain, in terms of the individual account managers, who's just getting an email that says, "Hey, here's what's happening. Here's why we're excited about it. Here's where you can find more information." 

So you have to break the numerous customer and supplier relationships down and figure out the appropriate messaging for each tier.

Where does Corp dev sit into all this? And what do you actually do? 

A lot of times Corp dev is project managing this at a high level. Again it depends on do you have a dedicated M&A communications team internally? 

If you're very inquisitive, like Cisco or somebody like that, you probably have a team that does this just daily and they know what to do. 

Corp Dev’s involvement with that might be more around making sure that, that team's aware of changes to the transaction. 

Keeping them abreast of anything, and obviously reviewing materials as needed to make sure that they're signing off and checking the box on their own messaging because they're closest to the deal, right? 

So as a Corp Dev individually, you're going to be in all these different work streams that sort of move the transaction along. 

And your goal is to make sure that you're capturing facets of that and making sure you've got all the different hats that you're wearing in the meetings that can give feedback to communications.

So, okay. If we're, oh, I just got off the phone with employment law on this and we maybe can't move as quickly in this geography to extract synergies. 

So we need to rethink the internal messaging there. And how are we going to do that? Or there's been a regulatory process that is likely going to be something that's going to take longer. 

So we want to make sure that this gets like and messaging to the press release. So I would say that your team members for larger deals if you have a well-established M&A comms effort. 

A lot of those deliverables are probably getting first and second passes by like the folks in PR, internal communications, sales, and marketing, but you're filling in some of the holes.

And so certainly providing meaningful input as it pertains to the deal itself for those deliverables is important. We don't have a dedicated effort here. 

Our communications team is great and they've worked on a number of transactions. They've helped us tremendously. 

It's gotten a lot better over the years versus where it was, but I get the sense for my role. It's more project management, drafting documents, at times drafting Q&A, drafting the FAQs, putting pen to paper a lot of times for communication. 

A lot of folks that have similar roles that maybe companies don't have aren't acquiring a new company every week or every couple of weeks that fit into that as well, where you've got a group of folks that can really help you on the communications side. 

But it's not like all the drafts are coming to you. You're having to get into the weeds and draft a number of the documents or at least assist in drafting and a number of the documents. 

So essentially project management and managing the changes as they come up? 

And providing meaningful input, depending on the level of your M&A comms team and how built out that is, but it can definitely be a pretty demanding deliverable as part of a transaction.

And that's why starting this earlier and aligning with, what do we want to message? Who do we want to message it to? What are the key deliverables? And what's the key messaging behind the transaction? 

You  can weave that into all the comms documents that are required and getting that done early helps because as you get closer to signing, it's just going to be more and more stuff that shows up that you're going to just be going off and trying to chase it down and figure out 

For larger deals, the deliverable tape for communications is signing. When you sign, you've got a couple of business days to announce, so you've got to have that stuff ready to go.

For smaller deals maybe you wait until close, but there's still a lot of stuff going on.And then comms can sometimes take the back seat. And then your two weeks before you got to a deal too, you're like scrambling to get all this stuff together. 

And then all the functions that you work with are pissed off at you because you’ve thrown a bunch of work last minute at them. 

So it's just good practice to start this early and get aligned early on, on the content expectations.

What are things to watch out for in your communication plan? 

In terms of the plan, it's good to have a committee established in terms of who's going to review all this stuff. So we typically have a communication steering committee. What we'll have is our head of corporate communications.

Corporate marketing will be involved in that. We'll have the executive sponsor for the transaction on that group, my panel. 

You'll have corporate development and then you'll have a legal representative as well because legal has to review every single one of these documents for the most part.  So you've got to make sure you're checking the box there.

This group is going to be reviewing pretty much all the deliverables that are going to go out the door when you announce. 

So you can think of it as a huge document that's like the communications master package that has email to the board, emails to the leadership team, emails to the buy-side company, the selling company, external messaging, customer, supplier messaging. 

All that stuff's in one big document. And then there's a big section on Q&A. So this group, their job is to review that and provide inputs and sign off on it for you to have this thing alive. 

So to make sure that how you're working and how you're getting this process together includes a few of these reviews in advance.  

You don't want it to surprise all these heads, maybe a week before the deal gets done with like, "ah, here's a 60-page document that's, worked on for weeks and here you go." 

So you have to stage these reviews in, but make sure you're getting meaningful input because as you know, once it goes public, the baby is born. So you can't get that back. 

So it's good to have that team acting as a committee to review and apply and approve these documents. But the things to look out for, so it is just timing and making sure that you're getting appropriate sign-off. 

So for us, we've got the committee but also looking at the timing for a deal. Well, do you want to announce when you have a contract signed, or do you want to wait until close, and what are the puts and takes of that? 

You have to really decide on that pretty early, because, for instance, some deals may take a while to close because of different closing conditions that need time to be met. 

One, in particular, if any sort of government approvals needed for the deal that could delay things pretty substantially.

If you want to do an announcement at the close, but then you find out throughout the deal process that, "Hey, I think regulatory is going to be a lot longer." 

You probably have to shift your communication strategy to be announced because you're going to have employees that are going to want to know what's going on between the sign and close period.

And if it's not a 2 or 3 week period, and it ends up being 6 months, you want to make sure that you're communicating with those employees. So they don't go and look at other jobs or stuff that is still getting done. 

So you have to make sure that you're looking out for big items, that gets sort of bust the process around signing or closing, and the delay between the two.

The other thing to look out for, as I mentioned previously, is are there any big events up and coming, the company is going to be announcing something publicly. 

An earnings call is a very typical one to add in an acquisition announcement into, we have a developer forum that we do. That's a very big public event and we have new product announcements. 

And we talk about our advances in software. Would we want to have an acquisition announcement during our CEO's keynote during that event? That would be another thing. 

So being able to time that too, or tie that into a company events and other things. So it's really more looking ahead about what are things that are going to impact when we actually can go to market with the announcement.

I'm curious if there's anything around where you're mindful that you don't rub the public or Wall Street the wrong way? 

It's really tough to know what's going to happen when you announce the transaction. And I've had many late nights in investment banking where we're hypothesizing. 

What happens when you put these two companies together and what's the expected stock price reaction? And implied a blind value creation on doing the deal, which you always want to see as a financial advisor to give credit.

But yes it creates a lot of complexity. Maybe it comes back to how you're talking to the street, just in due course. 

If you want to be inquisitive, being open on that, it is really important because then when you do announce transactions, a string of deals, the street at least knows that, okay, M&A is a part of the strategy, get it. They're not being surprised. 

If you're not an inquisitive company and you go off and announce some larger transaction. Yeah. There's probably going to be some trepidation by the street. 

How’s this going to look when you guys haven't been acquisitive historically. It's a big deal. So I think you have to game out.

What's the pulse on M&A at your company? Do you buy the street? Take that into consideration when you're considering a larger dealer being more acquisitive. 

Is the part about how they perceive your strategy with that M&A really material, or is it just that much of a flip the coin and see what happens?

I think it's important to not surprise Wall Street in general, they could have their own assumptions on the strategy, don't really need M&A, but if you're doing the deals, then this comes back to messaging.

If you can message accordingly why this deal ties into your strategy, even if you've got some tractors on the use of M&A from a strategic lens. If you can sell them on the messaging and show that, then there are ways to obviously, maybe have some convincing. 

Typically for these deals, we'll have a very large Q&A section. And within that section, we have a breakdown. So you'll have sort of general questions that your neighbor could ask you. Obviously, there are limits to what you could say as it pertains to confidentiality. 

But okay, tell me, why are you guys buying this company or why did you sell? What's the strategic or industrial logic? So general questions. 

Then you have a category for employees. Our employees also target companies in place. Those could be very detailed questions on, how do I get paid? When does that happen? When does this kind of close? Like is my job secure, stuff like that. 

But a long-winded way of saying we do have a call out for investors and the investor community. You want to make sure that's really bulletproof as you think of the reaction from the street and as it relates to a larger announcement or an announcement on an acquisition. 

What are the considerations with the target company that you want to make sure you don't rub them wrong or things to look out for? 

It's really more of making sure that you, as a buyer, understand that there's a lot of uncertainty when it comes down to M&A and that the employees are going to feel nothing's going to get done, the day of announcement nothing's going to get done.

And frankly, it may be a couple of weeks before things really turn back to normal. So messaging and trying to be open, transparent, being very upfront on why you're excited about the transaction, what it means for them, at least what you can share at the moment. 

Not every deal is going to be like, we know exactly who's going to stay and who's going to go, but having at least some level of messaging to the employees on status for the time being.

This is incredibly important for the settlement of our business. And this is the growth driver and you guys are going to be working on all the stuff you're doing now and just part of a bigger company. 

So it's really thinking employee first, when you look at the target company and the management team is going to be so well-versed in the deal, it's not solving for them.

It's solving for the mid-level manager that is getting surprised on like a Monday morning that there are companies being acquired. 

Are there any other common challenges that you encounter? 

It's a bit of cat herding, as you think about communications. There’s are also getting all the documents reviewed. We got the steering committee. You don't want this to turn into a GM job where everybody's like scrambling to do something last minute. 

But I'd say the other common challenge with communications is really the shot clock. So think about it as you have a timeline on when things go out.

So you have like, literally to the minutes, when is an email being sent or when is an 8-K being filed? That can be challenging in particular when the company you're acquiring has sites that are all over the world, how is this going to work? 

If you're announcing pre-market Eastern standard, how is that going to work for the folks that are maybe finishing their day in Beijing? 

You have to really make sure that timing and what goes out when and what that looks like across the main sites in terms of their hours of the day that's gotta be well understood.

The other thing is who's pressing the send button or who's hitting submit? Are they going to be available during that time? The shot clock I would say is like a really detailed look, maybe overly detailed, but probably needed. 

You don't want to mess something up, but it's a very, just sort of line-by-line view of what goes out when who's in charge of it.

And if there are any like WebEx meetings or Zoom calls that happen as part of that, when are they getting scheduled? Who's going to be attending? What are the topics? the focus areas for those meetings? 

So having that all lined out is something that's included in this communications plan. And that takes a lot of time because you're doing maybe with multiple different sites. You're making sure that the messaging aligns chronologically, that you're getting it all right. 

So that's another thing to just consider, as you put together all the deliverables. When did these actually go out and what's the order of operations there? 

How do you work with your integration team? I thought this was all falling on them, but now I'm learning, you actually generate a lot of this stuff. I'm curious on the integration side, how does that work? 

Well, I'm sure my illustrative colleague, Dan Menge would say that he would take credit for this entire communications plan. They definitely help out a lot. I mean, it's a tool in the box, I would say for part of the deal, we definitely. 

As it relates to maintaining the business communications, supplier communication to extend employee communication and the integration teams, have been involved. How that all is intertwined into the message and intertwined into those particular deliverables. 

So they are involved, I would say that maybe less so on Wall Street messaging and the actual press release itself that tends to be more deal team focused with PR. 

But yeah, anything related to the go-forward business, the integration teams involved in helping manage the communication of that as well.

They obviously step up in diligence as part of planning for integration and doing some of the operational due diligence work as well. So they're involved as you're getting the deliverables created and crafted and they're opening and providing inputs there. 

So definitely involvement. That's a good thing to catch. You want your integration teams to be in lockstep with you on the messaging. 

This public company announcement, where you'd go from announced to close. What’s like happening in between? I'm  curious if there's some crazy stuff you've seen happening there in response to that.

It's a good question. A lot of the communication, again, we're getting acquired by AMD. That was announced back in October. We are in the post-sign pre-close period. So I can speak a little bit of that.

Just from experience beyond just this one deal. A lot of the communications is regrouped into the first week after you announced, like for a bigger deal.

So you get all the town hall meetings, you get maybe a couple of WebEx's with the acquiring company, CEO. I'm talking about the deal on the rationale. But then communication goes dark in terms of employee-wide communication, it goes dark from their side.

You, as the seller, have sort of our own communications team. That's like an intranet website for our employees that talks about the deal. They can ask questions about their sort of periodic updates on how things are progressing towards integration and closing process. 

So there's like a website that we go to internally and I've seen with other deals as well that provides some FAQs on what's going on.

And I think you'll do occasional quarterly meetings where maybe the CEO of the acquiring company, or some senior exec from the acquiring company steps in and talks about how things are going. 

But there's not a lot of, like, I would say, just in terms of the overall scope of comms, there's a big bubble that first week, and it's still there between signing and closing. But it's much more muted, not as in your face, obviously as when the announcement happens.

There are available resources available, but it's kind of status quo things go back to normal for a while. 

What's it like going from being acquirer to become an acquiree?

It's good. I was just thinking about this the other day. I've done buy-side, sell-side deals, and investment banking. I've done a lot of buy-side deals in a corporate environment, but I haven't been in-house when we're getting acquired. 

So it's actually been really unique in my opinion, that'll help me drive and think of employee communications and M&A communications differently going forward, because I've had a seat on the other side of the table, so to speak. 

It's been very helpful and it's a process, but certainly, something that's provided some meaningful moments where I can use in my career going forward on how I think about doing deals in the future. 

And what's going through this employee's mind because now I can say I've been there. 

It would be interesting to hear your thoughts on premier league owners who acquired football, soccer clubs, and decided to break away without consulting the fans, a fierce backlash occurred, and now the fans want the owners out.

That is a really good question. Personally, I think that it's great that they're listening to their fans. 

I guess the Green Bay Packers have shareholders that are fans. I'm not sure if that's entirely how it works in the EPL and over in the EU. But yeah, it's great that they're listening to their fans and reacting to that. 

Certainly, that might be a business school case study somewhere on making a bold move for better economics, but maybe messaging it inappropriately, or maybe not soliciting your fan base on if that's something that they'd be willing to support in the future.

But yeah, it's probably a case study in the making frankly. 

In your experience, what is the third rail of communications? What should be avoided or handed in a more sensitive way? 

I would say anything employee-related, just you need to like triple, quadruple checks. You don't want to mess that up. You misinterpret something. If you're talking to the account manager, you're talking to a customer, maybe you misstate something.

You can go and call them back and fix it. But employee communication, as it pertains to M&A, is just so important. That is something, not necessarily want to avoid, it's just something that I don't step on in a miscommunication. That can come back and really haunt you. 

I'll give an example. So sometimes selling management teams will set expectations on the financial merits of the deal and what's expected and whatnot, the timing of payments. And maybe those don't always work out. 

But the way it was delivered to employees was this money is yours. You're going to see it in the future. Maybe it's like an earn-out. That's something that has to be earned and by definition may not be paid out. 

But if it's messaged like, Oh, this is all money that we're going to see over the next three years. And you're going to get it. If it doesn't happen, how do you talk to the employees about that? When literally from day one, their expectation was they're going to get paid. 

So that's really important. again, double-check, triple-check the employee messaging. 

Is it good to be transparent all the time? Are there areas you don't want to be transparent or is that a big variable too?

You want to be transparent, but you also don't want to be overly transparent if you haven't necessarily made up your mind or come to a conclusion on something as it pertains to the operating structure of a company. 

If you buy a company and it's like,  reporting structure is going to stay where it is right now, but maybe you as the buyer have an idea of post-integration when you break things up, functionally, what it's going to look like, but you don't want to get into those details at the moment. 

So transparency around, we're still considering what the organizational structure looks like in the future. And we'll be working with you over the coming months to nail that down. 

You're not lying, but you may have a view of what that really looks like, but given that it's not definitive, you don't necessarily need a message that, so being as transparent as you can, I think is really helpful. 

Any other advice for practitioners? Say, working on their first deal, do's and don'ts?

That's a broad question because there's a lot of things I would just say, try and if possible, if it's your first deal, you're going to need functional owners to help you. 

This is just not even communications-related. It's across doing M&A, you're going to need legal, you're going to  need the business team where this is pouring into. You may need the R&D organization, vacations, and marketing. 

You can't answer a lot of these questions yourself, or you maybe don't have the experience to necessarily make a decision on some of these. 

So you're going to have to go and get their advice and opinion. You may have to bug them, give them a heads up or like, I need you involved in this, you're on the deal. 

This is a team effort, and make sure that it's understood in advance that their input is always needed. But if you're doing it for the first time, I think just setting expectations with them early on. 

I'm going to need some guidance from you on how do we approach this. That's I guess really important. Truly a team effort for M&A. It's not just the Corp Dev guys doing stuff. It's absolutely a team effort.

What's the craziest thing you've seen in M&A? 

I'd say there are two things. One is a first-hand example. And one is maybe a third-hand example. I think first-hand we bought it. This is all public, but we bought a Chinese company in 2018. It's an AI company in China, in Beijing. 

Likely not a possibility right now if you think about just the regulatory environment between the US and China. There's a lot of trepidation, there's a lot of jockeying. 

The role and what we had to do in terms of approaching the regulatory process, gaming out all the options, some of the curve balls that got thrown as part of that. 

If my team's listening, like getting on a plane to Beijing and then landing and seeing a message being like, Hey, we've got to delay signing by another week cause we can, like, you were expecting to be over there for signing and preliminary communication for the announcement. 

And that gets pushed out like another two weeks. So you're in Beijing for 36 hours, 48 hours. What are you going to do? And negotiations over WeChat being in China like 9 times in 5 or 6 months.

I just think it was a deal where we needed lawyers, guns, figuratively speaking, guns, and money to get it done. 

And it was just very crazy just given that part of the world and the likelihood that those types of deals aren't really possible now. That was just quite an experience. 

And third hand, I think the craziest thing I've seen in M&A, is Trump blocking the hostile takeover of Qualcomm by Broadcom.

That was just on, I've been in the semiconductor industry, my entire career. I was an engineer in the industry. I was an investment banker in the industry. I'm obviously on the M&A side in-house at a big semiconductor company. 

It just blew my mind that you'd have an executive order for something like that. They're probably the two things. 

Ending Credits

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