A systems designer at NASA was asked about its contingency planning. "In this line of work, we focus much more on perfecting our main plan, making it so tightly tested as to minimize the chance that we'd ever have to invoke our contingency plan," he replied. "This is not a business of second chances."
Today bank executives are saying the same thing about mergers and acquisitions. This is not a business of second chances. The financial crisis has changed the rules.
Many CEOs have discerned a unique opportunity to come out on the other side of the crisis with more market share than was possible before. They won't pass up a good acquisition just because it poses operational challenges. "Make it work, and quickly" is what we hear.
There is less lead time — less time to choose, plan and execute — particularly if the Federal Deposit Insurance Corp. is asking you to take over a failed bank.
Scrutiny of M&A execution has intensified. When taxpayer money and the federal government are involved, mergers unfold in the public eye. A large banking company recently hired a head of strategy, and the message boards lit up with speculation on his qualifications. M&A difficulties that were once well under the radar now make headlines. So excellence in M&A is a powerful competitive advantage.
Imagine being able to say to your board: "We are ready. Here is our M&A plan showing how we will manage a smooth transition and retain the value of the acquired franchise."
With that in mind, many bankers are revisiting their M&A plans to make sure they explicitly address merger readiness, cost containment, technical infrastructure and a defined execution plan. How does your plan stack up on those matters?
Is your company prepared to manage an integration in a defined and standardized fashion? This means having identified best practices, a functioning project management office and governance function and designated staff with clear responsibilities.
How about cost containment, a top priority in any merger, to pay for the transaction? Today that means having a broad-based sourcing strategy that considers alternative delivery models like outsourcing and offshore support.
Are your business and information technology functions configured for a rapid acquisition? The better you can move on these fronts, with business and technology in tandem, the faster you can produce the benefits that managers and shareholders will demand.
That sounds obvious, but we often see the contrary — a business strategy leading in one direction, and an IT strategy in another. A company makes an acquisition to increase deposits and market share, but the IT department stays focused on cost reduction and system enhancements. Or the IT department creates a plan for consolidating the seller's data, while the marketing department says, "Never mind. This is how it needs to be done." Each goes its separate ways, spawning one-off development efforts and siloed IT centers. Both strategies fail; deposits do not grow, but costs do.
No execution plan can be so fully fleshed out as to cover all the eventualities of a transaction, but it should include as many decisions as you can make today, using your experience from the past to compensate for tomorrow's uncertainties. Where you cannot provide the answers, you can set out guiding principles that save you time and spare your employees much uncertainty later.
Case in point: One large banking company made what looked like a compatible acquisition but did so without a clear strategy and guiding principles. At every integration juncture and every decision point, the basic question had to be asked again — which way do we go? That set up a fruitless circle: "It depends on what they decide in X, where they are waiting for Y's decision, but first the stakeholders in Z need to define …"
By the time the integration was over, the company was over budget by 200%, and value had slipped away in the delays.
Be prepared. Today's M&A opportunities come quickly and in many different forms; there is no time to make it up as you go or to dust off the old methodology. The best efforts are those that allow the team to be proactively working under a well-defined plan. If the management team "plans the work" properly, odds are the M&A project team can "work the plan" successfully.
Know your M&A organization. Every banking company has a merger point person, but who are the key lieutenants? Where does the project management office reside? Who is in charge of understanding and resolving issues? Where will the subject matter expertise come from?
Identify issues and solutions ahead of time. Pick your poison — time, quality or cost. Without adequate discovery up front, one or more of these will suffer during the project or after the integration. Search for potential issues now to keep them from emerging as obstacles later.
Communicate the plan. Uncertainty creates fear, and fear creates paralysis. Nothing derails an integration like nervous, reactive employees waiting for direction.
Make sure the infrastructure supports the requirements. Address your data, technical and process requirements to ensure that your project, test and production environments are stable, secure and robust enough to support the effort and the resulting operations.
Two things are certain: There is a high likelihood of a merger in your near future, and tomorrow's mergers won't be like yesterday's, with their careful due diligence and paced execution.
Now is the right time to plan for the long list of decisions that must go just right at full speed. You might not get a second chance for M&A excellence.
