Managing Through Mergers And Acquisitions Transcript

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Information about Managing Through Mergers And Acquisitions Transcript
Business & Mgmt

Published on March 15, 2009

Author: tfloyd



Guests discuss how coaching can assist managers and corporate executives guide their companies through mergers and acquisitions.

Topics discussed include how coaching can be used to help leaders create strong and effective work teams, bridge cultural differences, communicate with confidence, and ensure the retention of key employees.


* Emily Crawford, Kabachnick Group

* Tim Dorman, Korn Ferry International


Research shows in 2006, mergers and acquisitions totaled $310.7 billion dollars in the United States alone, examples including Google and YouTube, AT&T and BellSouth, and Alcatel and Lucent. But what role does professional coaching play as two organizations come together?

According to the Harvard Business Review there can be a variety of challenges during a merger, ranging from determining how to bring two radically different groups together to risks associated with not involving key influences, stakeholders, and top talent in the process.

Professional coaching experts discuss how coaching can help address these issues and more.

Insight on Coaching Managing Through Mergers and Acquisitions Transcript Prepared for: Prepared by: IEC: Insight Ubiqus Reporting Educational Consulting

Time Speaker Transcript 0:31 Tom Floyd Hello everyone and welcome to Insight on Coaching. Insight on Coaching explores the many facets, flavors, and sides of the emerging professional coaching field. I’m Tom Floyd, the CEO of Insight Educational Consulting and your host on today’s show. Well today’s show focuses on how coaching can assist managers and corporate executives, guide their companies through mergers and acquisitions. Topics discussed include: How coaching can be used to help leaders create strong and effective work teams. How coaching can bridge cultural differences across organizations that are coming together and help leaders and managers communicate with confidence. And how coaching can ensure the retention of key employees as individuals from different companies and cultures come together. Well to get started I’d like to share some recent information and interesting tidbits that some folks in our research team came up with related to mergers and acquisitions. Take a listen to this. According to Dealogic, in 2006 mergers and acquisitions in the United States totaled 310.7 billion, which is a pretty astounding number. Substantial mergers and acquisitions in 2006 occurred between organizations including General Motors and Cerberus, Alcatel and Lucent, Boston Scientific and Guidant, NTL which is a UK-based cable company and Virgin Mobile, and the National Bank of Greece and Finansbank of Turkey just to name a few. Now the technology sector also saw a significant number of mergers and acquisitions as well, for example AT&T acquired Bell South. I’m sure a lot of our listeners have heard about the acquisition between Google of YouTube last year. Cingular acquired AT&T Wireless, and then Hewlett-Packard also acquired Mercury Interactive which is a company here in the Silicon Valley. Well to kind of step back though before we speak with some of our guests more about this let’s talk a little bit about what a merger is exactly. Doing a quick scan on the web according to Wikipedia, a merger is a combination of two companies into one larger company. Such actions are commonly voluntary and involved stock swap or cash payment to the target. Now a stock swap is often used because it allows the shareholders of the two companies to share the risk involved in the deal, and another important thing to note is that a merger can kind of resemble a takeover in some situations but can sometimes result in a new company name which could combine the names of the original companies and potentially new branding and other factors as well. 2 | Confidential October 22, 2008 Page 2 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript Now also according to Wikipedia’s definitions an acquisition can take the form of a purchase of the stock or other equity interests of an acquired organization or it can also result in the acquisition of all or a substantial amount of the acquired company’s assets. Now our team looked at data from other sources as well and for example according to the Harvard Business Review mergers and acquisitions can occur for five primary reasons those this list is certainly not exhaustive: One, to deal with over capacity through consolidation in mature industries. Two, to roll up competitors in geographically fragmented industries. Three, to extend into new products or markets. Four, as a substitute for research and development. And five, to exploit eroding industry boundaries by inventing an industry. Now in change management terms in our organization IEC also considers mergers and acquisitions to be a type of transformational change which means a significant change that effects the company’s missions, its strategy, its culture, environment, workforce, and essentially the company’s overall identity or who the company really is at its core. So it’s a pretty big change. Well as you can imagine challenges and problems certainly occur during mergers and acquisitions. Depending on the type of merger Harvard Business Review indicated there can be a variety of challenges including quickly having to decide what stays and what goes in the newly merged company which Harvard Business Review describes as rationalization. Also, if the acquiring company is as large as the company being acquired and both have differing values and processes determining how to bring these two radically different groups together. Power struggles and fights for control of the new company between the management groups of both organizations can certainly come into play as well. And also not extending enough outreach to stakeholders within both of the organizations coming together and really involving key influencers or resisters impacted by this major change in the process. Well as we said at the beginning today’s show really focuses on how professional coaching can be used to help individuals involved in a merger or acquisition and I really think we’re going to have a lot to talk about today and I’m looking forward to hearing from our guests’ perspectives on many of these items. So hopefully this helped set the stage for a lot of folks out there. Well let me go ahead and before we jump into our conversations with our guests I will give you a quick overview of both of them. I am very happy to welcome two guests to today’s show; Emily Crawford and Tim Dorman. 3 | Confidential October 22, 2008 Page 3 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript Emily Crawford is an acknowledged expert in creating value in the human resources function with more than 20 years’ experience in talent management and organizational development she’s provided strategic counsel to a variety of firms in the retail industry. Currently, Emily also provides consulting services to organizations seeking to perfect the human side of business. Previously as Chief Learning Officer for Saks Incorporated, Crawford was responsible for directing talent assessment, education, and development for more than 50,000 employees. She received a President’s Award for saving more than 5 million in hiring and training expenses at a major retailer, a $500,000 grant from the National Retail Federation Foundation to develop the Fundamentals of Retail Management Program. The 2006 Brandon Hall Excellence in Learning Award and the Bersin and Associates Learning Leaders Award for 2006. Welcome to the show Emily. 6:40 Emily Crawford Thank you. 6:41 Tom Floyd Our next guest is Tim Dorman. Tim Dorman leads the Leadership Coaching and Development Group of Korn/Ferry International, helping executives, teams and corporations around the world achieve their highest levels of performance and potential. He brings an effective blend of general management experience in a publicly held company, twenty years of consulting in executive coaching, organizational development, executive search and career management and nine years of corporate human resource management. He has coached senior executives in a wide range of industries including media, financial services, high technology, health care, transportation, manufacturing and retail. Tim is a frequent speaker to professional groups on leadership development, organizational change issues and international business. He is a member of the International Coaching Federation. Welcome Tim! 7:28 Tim Dorman Thank you Tom. 4 | Confidential October 22, 2008 Page 4 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 7:29 Tom Floyd Now today’s show is going to be a group discussion. I’m going to pose questions to both of our guests as a panel to get the group’s thoughts and to get both of your thoughts. Now Tim and Emily kind of starting out from a big picture perspective my first question really is why is coaching an important intervention to consider when going through a merger or acquisition? Tim, let’s start with you. 7:55 Tim Dorman When you were sharing your research Tom that your team put together I was reminded of some additional research that has indicated that despite best intentions the majority of mergers and acquisitions fail to achieve the financial objectives which were part of the driving force that led the merger or acquisition to begin with which then poses the question what happened to the best intent, why did they fail. 8:31 Tom Floyd Exactly. 8:32 Tim Dorman And one of those primary reasons again and again and again is because they did not pay significant attention to the people’s side of the equation that at the end of the day are responsible for driving the relative success or failure of that merger or acquisition and you’ve got cultures that simply could not come together effectively. Coaching is simply a very, very effective vehicle to address that reality. 9:05 Tom Floyd And in terms of really thinking of people in the equation from your perspective what really keeps companies from doing that? Is it that they’re so focused on the actual financial side and wanting to make it happen as quickly as possible that just kind of pushed off to the side or- 9:21 Tim Dorman That’s a great question because the reality is if the answer is simple why doesn’t everybody do this? 9:30 Tom Floyd Exactly. 5 | Confidential October 22, 2008 Page 5 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 9:31 Tim Dorman And I think part of it is simply sort of the thrill of the chase and the focus on the financials and trying to drive those and yet if you take a look at the acquisitions and mergers that have been successful you will typically find a very, very high correlation to a very effective focus on the people’s side of the equation. 10:07 Tom Floyd Got it. 10:08 Tim Dorman I’ll leave it to Emily to come up with the reason why more people are not participating. 10:13 Emily Crawford I’ll give it my best shot. 10:15 Tom Floyd Go ahead. 10:16 Emily Crawford Well I totally concur with you Tim and when I was thinking about the question there are so many people at so many different levels who are going to be affecting the lives of front line workers, managers, and up the ladder to their partners and they don’t pay enough attention to the people side of the business and all of the changes that people are going to experience through the acquisition or the merger. So many decisions that have to be made and I think that one of the reasons that the people side is left out very often is that the people’s side of the business doesn’t have a financial amount, a financial aspect of the business that they can say it costs us X number of dollars to communicate with people, it costs us X number of dollars to manage performance, it costs X number of dollars to educate them. So very often that variable in the equation isn’t included. So they’re after the financial chase and they don’t really know how much the people’s side of the business is costing them. 11:32 Tom Floyd Or is necessarily thinking about too what the costs are if for example the company they’re acquiring suddenly a bunch of people leave. 11:41 Emily Crawford Yes. 11:41 Tom Floyd That hasn’t been messaged correctly to kind of keep them on board and in alignment with what’s going on. 6 | Confidential October 22, 2008 Page 6 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 11:47 Emily Crawford And knowing that what happens is the merger and acquisition has to re-interview and rehire their people. 11:57 Tom Floyd Got it. Well I’m hearing the music for our first break, let’s go ahead and go on pause. More on mergers and acquisitions and how coaching can help when we get back. 14:50 Tom Floyd And where we had left off we had just introduced both of our guests, Emily Crawford and Tim Dorman and really talked at a high level about why coaching is an important intervention to consider especially in terms of the people side of the equation. And kind of continuing along that same line of thought the next question that I really have for both of you is who typically gets coached during a merger or acquisition? In other words who are the primary audiences that are key targets for coaching during a merger or acquisition? Emily, let’s start with you. 15:41 Emily Crawford Well I’m not sure and Tim perhaps you can comment on this too I’m not sure there is executive coaching or coaching in its strictest sense where people are given advice based on information and there’s a plan of development or change or improvement. I would suspect that there’s more of a consultative approach with the senior executives, the decision makers, and the people who are going to be closing the deal so to speak there’s obviously financial advice, there is people advice, there’s operation systems processes, and a goal that they have to achieve but I think the advice comes in the form of consultative approaches and they generate a lot of reports and they’ve generated a lot of data that supports the decision to merge or buy. I think some more front line people, middle managers ought to be involved in not so much the decision but how to execute it and that’s where I think the void is in coaching employees. 16:55 Tom Floyd So then currently from your perspective a lot of the coaching has been typically done with executives of both companies so to speak, the company being acquired and the company doing the acquiring. 17:05 Emily Crawford Yes. 7 | Confidential October 22, 2008 Page 7 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 17:05 Tom Floyd Really working with them but not necessarily focusing more on middle managers and other folks within the organization who are also impacted. 17:14 Emily Crawford Exactly. 17:15 Tom Floyd Okay, got it. Tim, what are some of your thoughts? 17:19 Tim Dorman In a similar vein for the merger or acquisition to be effective and for that matter for the coaching itself to have any value it needs to be fully integrated with the rest of the merger and acquisition plan, and as Emily stated there’s a piece of that that may be very consultative in terms of working with a CEO to identify sort of what the optimal processes might be in terms of handling if you will the people end of the business. Coaching the CEO in terms of how to communicate most effectively, cascading that down in the organization to the people who have responsibility for essentially sharing that message with their respective teams, and making sure that you are also including the key talent of both firms, both firms, both enterprises who are being impacted by this organization so that they are not observers they are participants in the process and it’s a mix of consulting to them relative to roles and messages that need to be delivered but also coaching to help them do that as effectively as possible. Typically those kind of efforts do not cascade down in the organization sufficiently but the reality is you can take the same approach in terms of working with teams at all levels of the organization to one to ensure that they have the message relative to the change that is occurring and their respective roles in it and any recommendations that they may have to move forward most effectively. And then on a group basis doing some work in terms of how their particular workgroup teams can respond most effectively to these changes as work needs to continue. 19:47 Tom Floyd And how frequently or how common is it for the typical CEO or executive involved in a merger acquisition to really think I think I might need some help during this, I think I might need some coaching, I think I could really use some guidance in this. Do you see that as something that commonly happens or do you see perhaps the converse in some cases where they might feel you know what this is very hush-hush, I don’t want any of this to leak out, I don’t feel comfortable getting advice or confiding in anyone as I’m going through this we’ll just figure it out. 8 | Confidential October 22, 2008 Page 8 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 20:18 Tim Dorman Well I think the reality Tom is that a CEO faced with a potential merger or acquisition is definitely going to seek counsel from the outside but that counsel will typically take the place of investment bankers, lawyers, and significantly less frequently that of executive coach or organizational consultant. I think therein lies the challenge for some of the reasons that Emily had talked about earlier that there’s a piece here that is just as critical to the success of the organization but because perhaps it can’t be modified and in the rush to get things done sometimes it doesn’t get the attention and resources it should. 21:11 Tom Floyd Got it. Emily, anything you would add? 21:14 Emily Crawford Yes, and during these mergers and acquisitions there’s typically the transitional process that is developed internally and/or in addition to consultative services from the investment bankers, from the financial officers, et cetera. Within this transitional plan there are details in terms of orchestrating sequences of events that have to take place. In that is the communication, in that is the plan to execute, and Tim you also said earlier that more involvement from people will really generate a more successful merger or acquisition and therein lies the opportunity, is that people who are executing to this plan should be coached at all levels because every time a new decision is made that is going to effect execution of this plan it’s going to snowball into something else, it’s going to if it’s a financial decision it’s going to effect operations, if it’s an operational decision it’s going to cost money, it’s going to effect the lives of the people. So the more involved various levels of executives can be in this execution and be coached to deliver good messages the better off the merger will be. 22:37 Tom Floyd And how does that coaching really change as you kind of go down in the organization? Do you find that it’s typically one-to-one coaching for the CEO and executives and it involves maybe a one-to-one kind of the next level down then it becomes kind of group sessions? Is it only one or two folks that you’d recommend or involve from a coaching perspective? Is it a team of coaches that come in? Is it facilitated sessions with managers and employees kind of further down the chain? What does that tend to look like? 9 | Confidential October 22, 2008 Page 9 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 23:08 Emily Crawford My experience it looks like very often that managers are coached to coach employees, and when companies decide to go a little deeper they will offer group sessions for employees. So the employees, the frontline people, the managers of those frontline people may not get one-to-one, they get more group coaching where they’re advised as to how best communicate, they’re advised in terms of what the plan is and where their part in the plan is but the one-on-one is usually reserved for higher level executive positions. 23:52 Tom Floyd Got it. Tim, any thoughts there? 23:57 Tim Dorman The only think I would add is that our experience has been that the most effective mergers and acquisitions have occurred when people at all levels of the organization participate early on, not just in the sort of the transfer of information in terms of what is coming down but very early on participating in what should be traveling up. So within a respective work group what are their needs, what are their concerns? They may not know precisely all of the factors behind the merger or acquisition or what is going to transpire but they do have needs, they do have recommendations. If you take, and let me give you an example, frequently what you see at the time around a merger and acquisition is a dropping off in terms of market share between the two organizations. 24:59 Tom Floyd Interesting. 25:00 Tim Dorman And if you can go to a sales team or a customer service team on the front end letting them know in general terms what is going to transpire but getting recommendations from them in terms of how do we maintain the highest level of customer service. What do you need from us in order to feel good about the work that you’re doing during this transition? And so there’s a communication up as well as a communication down. 25:30 Tom Floyd So it’s not just typically, it typically could be followed I guess as one way but in reality what you’re saying is a lot of successful mergers and acquisitions involve communication both. 10 | Confidential October 22, 2008 Page 10 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 25:39 Tim Dorman That’s correct, and the coach can play the role of catalyst in making that happen. 25:44 Tom Floyd Got it. Now in terms of kind of what or when the coaching activities typically begin it sounds like you both are definitely saying that the earlier the better, what does that typically look like? So right when the announcement is made it begins? Does it start before the actual announcement is made and then kind of the next part of that question is how long is coaching generally needed then? 26:12 Tim Dorman Which of us would you like to proceed? 26:13 Tom Floyd Go ahead. It doesn’t matter. 26:16 Tim Dorman I think it’s important to remember that in a merger you’ve got change occurring at different times for different people. At the time that you go public with a perspective merger at that point it may be old hat for the Chief Executive Officer who may have been having confidential discussions for 6 months but it’s absolutely brand new to somebody else, and so if you look at merger as a change event it’s very important to see where people are in terms of timing and the coaching that you may be doing with the CEO has nothing to do with how do you handle the ambiguity of change and everything to do with how do you communicate most effectively the change that is going to occur. And then you’ve got other people at exactly the same time are hearing it for the first time and for them they’re entering a new unknown world, and so the coaching with them may be how do you respond effectively to change? What are the things that you should be doing in this brave new world that is dramatically different than it was yesterday? So I think it’s important to look at coaching not as a discrete event that occurs at one point in time and continues for X number of months and then stops as much as a continuum contingent upon the needs of the respective constituencies. 11 | Confidential October 22, 2008 Page 11 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 27:45 Tom Floyd Got it. Well I’m hearing the music for our next commercial break. We’ll go ahead and go on pause. More on mergers and acquisitions and the effectiveness of coaching in these situations when we return. 30:26 Tom Floyd For those of you just getting tuned in today, today’s show focuses on mergers and acquisitions and how coaching can be helpful in a merger/acquisition situation. And where we left off before the last break we were spending some time talking about when coaching typically occurs and who it typically occurs with during a merger and acquisition. Tim you really brought up a great point around the importance of change management and really knowing or understanding where people are in the process, so for the executives being involved up front if they’ve been talking about it for 3 to 4 months they’ve already accepted that change, they’re aware of it, that’s going to be new to other people. And one of the things that came to my mind in that is there’s something that our company uses called the wave model which a lot of other change management firms use as well and instantly that popped in my head. If you think of a change as a wave and the first kind of a four-phase process there, the first phase that really hits you is denial and shock. So if you find you that you lost your job for example you’re so shocked about it that that’s where you spend some time before you can even begin to deal with it. The next step in the process being anger or defensive retreat; this isn’t happening, you’re denying it, you’re angry about the change if it was a job that was lost. Then it’s really exploration; okay, I don’t accept this yet, I’m willing to keep my mind open to it, and then acceptance and adoption most importantly, okay, I get the change, I’m dealing with it, I understand where I’m going with this and I’m moving on. So it’s almost like when I heard you say that you really almost have to understand where people are by department, by group, or by individual in that process and kind of coach them accordingly around that. Emily, any thoughts? Anything that you would add there? 12 | Confidential October 22, 2008 Page 12 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 32:35 Emily Crawford Yes, I really believe in the work that William Bridges did in his book called “Transitions”, and one of the key points that organizations have to remember as all levels of their employees go through this change process is that they’ve got to help their employees and coach their employees to come to an end about the way it used to be. So today we are company A tomorrow we’re going to be company B. Until you let go of company A and what work was like and how I worked in that organization. 33:02 Tom Floyd Right. 33:02 Emily Crawford You’re never going to move onto company B and be productive. So the coaching really has to acknowledge the fact that yes change occurs for different people at different times and some people are going to get stuck in company A and they don’t want to leave. 33:17 Tom Floyd That’s almost like they have to be able to let it go first, let it go before they can kind of move on even thinking about the other thing. 33:26 Emily Crawford Correct. 33:27 Tom Floyd It amazes me sometimes on a personal note the similarities between coaching in this case and dating, it’s almost like telling somebody okay well I still love my ex-wife or my ex-husband or girlfriend or whatever and it’s not time to start dating somebody else yet. Something like dating for the workplace; well I haven’t let go yet, I was dating that old company. 33:45 Emily Crawford You’re absolutely right. 33:46 Tom Floyd I had a relationship with them. 33:48 Emily Crawford Before you can move on you’ve got to let go what you had before. 13 | Confidential October 22, 2008 Page 13 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 33:51 Tom Floyd Exactly. Well it makes total sense to me. Well I guess the next question that I would have we’ve covered this a little bit but do you think from both your perspectives does the type of coaching differ from or should I say the company that’s doing the acquiring and the company that’s getting acquired, or does it really come down to the things we’ve already been talking about that helping people accept the change on both sides and move past it? Emily? 34:21 Emily Crawford Yes, and again I think it’s going to really depend on what goes on at the front end and how it’s communicated because what organizations have to look at is is the new company being the boss, and are they thinking in terms of well we’re buying this company, this other organization so they’re going to have to assimilate into our organization? So what you have to look at is what kinds of communication and processes are you instituting that will help the two come together? And pick processes and norms and culture, the good part of what both companies have to come together to create this third organization. 35:14 Tom Floyd So it can be almost common for some the acquiring company to think no you’re going to conform to us. 35:21 Emily Crawford Exactly. 35:21 Tom Floyd When the reality is no we’re both conforming to something new and we need to agree on this new thing together? 35:27 Emily Crawford Yes, and that’s why in our work at the Kabachnick Group we believe in using surveys and assessments to get to that point because the type of coaching will vary based on who’s acquiring whom. 35:43 Tom Floyd Now what’s some of the trends in data and things like that that you tend to find from some of the surveys and assessments that you use? 14 | Confidential October 22, 2008 Page 14 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 35:51 Emily Crawford Well again a strong belief in what we do is right and we believe that the customer or the product should be developed this way. We have a point of view of our market share, we have a point of view about systems and customer service operations, and so what comes out is that the organization who is acquiring the other organization is imposing everything on the company they’re buying. 36:20 Tom Floyd Got it. Tim, any thoughts? 36:26 Tim Dorman Frequently even in a company, even in a situation that is being characterized as a merger there is always a stronger of the two equals and that’s very important to acknowledge, and many times in a merger while there may be lip service paid to we’re going to find this new third way the dominant culture of the dominant firm in the merger or acquisition will prevail. In those particular cases the coaching that goes on within the dominant party is primarily going to be around how do you plan and execute and communicate as effectively as you possibly can. The coaching that will go on with the company that is less dominant will be one of how do you respond as effectively as you possibly can, and how can you retain your identify and control, and how can you secure alignment in this new organization. If as truly does exist in some cases there is a new third way that is established so that it’s not one culture or the other that is dominating as much as the new one that’s emerging them the coaching becomes the same for each. And how do I take the best of what I’ve done in the past and integrate it into this new organization and how do I check the excess baggage at the door and embrace the change that’s coming? And ideally when you move into an organization that has gone through a merger and acquisition it’s wonderful to think that you’ve got this new third way that is going to be the best of both worlds, but at the same time I think it’s important to be pragmatic, keep your eyes open, and make that judgment call in terms of what you have because you may need to respond to it quite differently dependent upon what the strategic direction is. 38:48 Tom Floyd Got it. And in terms of the frequency where you really see one culture that’s really dominant would you say that’s fairly common where one typically tends to be stronger than the other or is it really kind of a good mix? 15 | Confidential October 22, 2008 Page 15 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 39:02 Tim Dorman My experience has been that there will usually be one that is dominant that will prevail. It may be enlightened dominance, it doesn’t mean that it’s bad at all it’s simply that one organization will dominate, and I think it’s the exception rather than the rule where you have an integration of equals and a brilliant, insightful, rewarding third way established. 39:35 Tom Floyd Got it. And we’re getting close for our next break. I want to go ahead and slip one more question in before we go to break and that’s kind of if both of you had to really quickly list out helpful ways or tips that in terms of how coaching can help companies retain key employees from both organizations as they come together what would some of your suggestions be? Emily? 39:59 Emily Crawford I would start with re-recruiting my top players, my top talent, and making sure I knew who those people were because as soon as there’s an announcement or an inkling that companies are going to merge most of our utility companies, communication companies we probably know that’s going to happen before it starts to happen and having a plan in place to make sure that I the company and the managers in the organization spend time with top talent because as soon as that announcement goes out the head hunters and the recruiters are going to start coming out of the woodwork. 40:37 Tom Floyd Interesting. And that might not necessarily just be the top talent at the top of the food chain per se but other key directors, key individual contributors, key engineers, key subject matter experts that are IT literally if the person leaves that’s going to really effect it. 40:52 Emily Crawford Totally, so include that in the plan of how you’re going to include those people in the communication and really think about re-recruiting them. 41:02 Tom Floyd Got it. I like that. Tim, anything that you would add or recommend? 16 | Confidential October 22, 2008 Page 16 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 41:08 Tim Dorman Same thing; get them involved early, seek their recommendations as opposed to simply sharing your plans, and I believe that our experience indicates that getting your key players involved in executive coaching that is fully integrated into the rest of the transition plan is a very pragmatic, tactical, high-yield approach to retaining your top talent. 41:44 Tom Floyd And kind of if we look at the typical merger or acquisition how may in terms of a percentage people would you say end up leaving on average during this process? Would you say its 10 percent, 40, 50, 60? What does that generally look like? 42:02 Emily Crawford I’m thinking. 42:02 Tim Dorman I have seen situations where 100 percent of the talent that they considered to be high potential mission critical has been retained in both the acquiring firm and the firm that was being acquired. 42:23 Tom Floyd Okay. 42:23 Tim Dorman Which is quite extraordinary. 42:25 Tom Floyd Yeah, definitely. 42:27 Tim Dorman And the opposite of that is equally true where particularly after sort of retention bonuses may have run their course where you will have a majority of your mission critical people leaving the organization within 6 months. 42:50 Tom Floyd Got it. Well I’m hearing the music for our last break here so let’s go ahead and cut to commercial and when we get back more on mergers and acquisitions, we’ll give you a scenario to talk about and we’ll wrap up the show. Stay tuned everyone. 17 | Confidential October 22, 2008 Page 17 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 45:33 Tom Floyd For those of you just joining us again today’s show focuses on mergers and acquisitions. For the last portion of this show what I’d like to do is give both of our guests, Emily Crawford and Tim Dorman, a scenario and kind of talk about some of the things that they might recommend from a coaching perspective based on that scenario. So here’s the scenario so I’ll give everyone a few minutes to think about this; so in a strategic move to expand and grow its business a production company tells its employees at its New Jersey location that a press release will be going out in the weeks to come announcing that the company is acquiring another operation and moving its headquarters to Orlando, Florida in the next year. The new facility will be twice the size of the existing facility and the acquisition supports many corporate goals identified for the fiscal year. The CEO goes as far as to say that he has received and appreciated the support he received from the state and county local governments. Now not a lot of information is given beyond that although the CEO emphasizes that more information and details will be communicated throughout the organization through the management chain, and that managers at all levels will be going into a series of meetings after the announcement is made. Kind of stepping back from that and turning to both of you. I’m going to start with the first question here kind of from your perspective what type of coaching interventions or support should be offered to employees immediately after that announcement is made? 47:10 Emily Crawford I’d like to start with that one. 47:12 Tom Floyd Yeah, go ahead. 18 | Confidential October 22, 2008 Page 18 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 47:10 Emily Crawford If you don’t mind. What needs to happen there is first step is to establish criteria for an effective message about this change because again this may be the first time that employees are going to be hearing this and that message has to have some very clear elements to it. It has to be very succinct, no jargon, communicate, over communicated, communicated often, and re-communicated, and also includes what the goals are, what’s the first step? Where are we going? Where are we headed? And they have to be honest about expectations, and it’s really nice if, and very effective if the communication message includes metaphors and stories, and the message answers some key questions for employees. What’s this change about? Why are we making this change? Give me some financial information. Give me some reasons and rationale for initiating this change. Who’s going to be impacted? And what are you asking me to do going back to our earlier comments about getting everybody involved. If a company can answer those questions and develop and craft their message to answer those questions I think the organization is off to a really good start. 48:44 Tom Floyd In terms of the frequency you touched on that a little bit right when it’s made, do you find, are we talking about constant communication, is it daily? Is it weekly? Is it bi- weekly? Particularly right after that announcement is made how important is frequency? 49:01 Emily Crawford Frequency, there’s something that’s going to happen every time a task or a component of this strategy is executed and it’s going to start snowballing into operations and how people work. So I’m not sure there is a magical formula, I don’t know of one in terms of frequency but it may be that my direct supervisor should talk to me everyday for a period of time until I know exactly how to work differently. 49:33 Tom Floyd Got it. Tim? 19 | Confidential October 22, 2008 Page 19 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 49:37 Tim Dorman People are going to be talking about the merger or acquisition every day, every hour so really the question is the extent to which you want to influence that, and the frequency should be driven by that and then I would concur with Emily. And it’s not so much coaching that needs to occur through an outside third party; ideally it’s terrific if this can be integrated into how the managers operate and convey information and also how they themselves are behaving. But as soon as that CEO makes the announcement of we’re hiring a firm and we’re moving to Orlando all of a sudden there is a tremendous vacuum and the bottom line that everybody rushes to immediately be what does this mean for me and how am I going to be impacted? And to answer the collective what does this mean for me the CEO has to be able to communicate effectively, frequently, and with the highest level of trust possible. This is what we know, this is what we don’t know, this is the process that we’re going to go through to determine what the changes are, here is our timeline, and I think that if a CEO and by extension the leaders who are driving that merger or acquisition can demonstrate and continue to earn a high level of trust among the employees people will respond in a very effective way. When there is an absence of trust all of the processes in the world don’t make any difference. 51:47 Tom Floyd So kind of that lack of trust or once somebody really senses that it’s almost like it can cause them to shut down in this situation. In terms of mentioning the importance of managers in this situation and like coaching and guiding them, how could middle managers continue to guide and support employees through the transition? What are some good, key practices for middle managers to keep in mind? 20 | Confidential October 22, 2008 Page 20 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 52:14 Emily Crawford Well I mentioned earlier that you have to give up the old way before you can begin the new and within that thought process middle managers have to understand that between the ending and the new beginning there is a hiatus, in between letting go of the old way and taking hold of the new there’s going to be difficult times and this is a dangerous phase when systems don’t work very well and people lose heart easily, and so middle managers have to recognize that they’ve got to perhaps build in some temporary sources of support and whether it’s having more coaching sessions, having more staff meetings so that they keep them well informed and they have to build in these temporary sources so that that trust that Tim was talking about continues to build. The more information you have the less likely you’re going to go out and create your own rumors about what people are going to have to go through or who’s losing their job or who’s staying with the company. So I think those kinds of interventions really help organizations maintain their business during these mergers and acquisitions. 53:36 Tom Floyd Now I had worked with one client I loved the term and communication they did around this so much that we recommended this idea to another firm that we worked with. They actually implemented a Rumor Management Hotline, and that’s what they called it and that’s what they communicated around. So it was if you are hearing anything about this change call this number and they had people dedicated just to kind of saying yes, this is what’s true, no, that’s what’s not true, this is what’s going on around that, and I really liked that. 54:07 Emily Crawford Great, great tactic. 54:09 Tom Floyd Tim, any thoughts there? 54:11 Tim Dorman From a very tactical point of view what’s important to remember is that it’s not business as usual, it’s business as unusual. 54:19 Tom Floyd I like that. 21 | Confidential October 22, 2008 Page 21 Managing Through Mergers and Acquisitions Transcript

Time Speaker Transcript 54:21 Tim Dorman And as such it’s going the extra mile to communicate both through formal rumor hotlines and in terms of informal ac

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