Mergers and Acquisitions Terminology

Whether it’s a first car, a first house or a first job, there is always a first.  The same holds true for mergers and acquisitions.  You will likely always remember your first M&A activity regardless of whether your company was the acquirer or the acquiree.  You might, however, remember it more fondly if you were a part of the acquirer as often job losses can occur if you were part of the aquiree company.  You will hear a number of terms tossed around that everyone in the room seems to understand.  Below are a few of the basics that are part of most M&A activities.

Acquisition of Assets– also known as an asset sale- A merger

or consolidation in which an acquirer purchases the selling firm’s assets.  The can purchase all of the assets or only a select few and are not required to accept the liabilities.

Acquisition of stock or a stock sale-A merger or consolidation in which an acquirer purchases the acquiree’s stock.  This means they purchase all of the assets and all of the liabilities

Letter of intent or Agreement in Principle–An outline of the understanding between the two companies, including the price and the major terms.

Deal Structure–The nature of the fee paid by the acquiring entity in a merger transaction. Typical deal structure may include stock, cash or other valuable.

Due Diligence–In the process of an acquisition, the acquiring firm needs to see the target firm’s internal books as well as to audit their systems, processes and salaries. The acquiring firm does an internal audit. Offers are made contingent upon the findings of the due diligence process.  Most due diligence processes go on for at least 90 days, but can last up to 6 months or more in complex situations

EBITDA–Earnings before interest, taxes, depreciation, and amortization.

Restructuring–This can be as simple as selling off an unprofitable or unwanted division or as complex as re-structuring the entire way the new entity does business and is branded.  This is especially important when there is vertical or horizontal integration required.

Synergy–When the two companies are properly integrated and functioning, an output is achieved that is greater than the output obtained when the parts function independently

Human Resources should always play and important role up front in any due diligence process, as well as in the process of the actual merger of the two entities.

HR Financial Due Diligence– assessing HR financial risks, liabilities, and plan structures of compensation, benefits, and pension plans, workforce dynamics.

Human Capital Due Diligence assessing Human Capital aspects including culture, organizational structure, performance management, and workforce development approaches

Time spent up front will ensure that there are less unpleasant or unexpected surprises as the M&A activity draws to a close.

Acquisition Considerations for Human Resources

pexels-photo (6)You have just been told that your Company will be acquiring another Company.  Although your first question could be “How will this impact me?”, your first question should be, “Is this an asset sale or a stock sale?”  There are many implications for Human Resources in any type of an acquisition, but some will depend on which type of acquisition it will be.  You and your team are likely to catch the first wave of questions and work that will follow. 

 

Stock Sale

Let’s talk first about the definition of a stock sale versus an asset sale.    A stock sale is when your Company is acquiring all assets and liabilities of another company.  In a Stock Purchase, all of the outstanding shares of stock of the business are transferred from the seller to the buyer. The buyer in effect steps into the shoes of the seller, and the operation of the business continues in an uninterrupted manner. Unless specifically agreed to, the seller has no continuing interest in, or obligation with respect to, the assets, liabilities or operations of the business.

Asset Sale

On the other hand, in an Asset Sale, the seller retains ownership of the shares of stock of the business. The buyer must either create a new entity or use another existing entity for the transaction. Only assets and liabilities which are specifically identified in the purchase agreement are transferred to the buyer. All of the other assets and liabilities remain with the existing business and thereby the seller.

 

Organizational Structure

In both cases you need to begin to build out your organizational structure of the combined entities as soon as possible.  This will act as your guidelines for interviewing and assessing employees for future roles. The employees who will be, as well as your existing employees, will be anxious to know about any changes in the organization, their positions, location of their work and/or the reporting structure. You also need to have your people, particularly the top-level of the new organization, in place quickly. Frequent and early communication from leadership will reduce anxiety on both sides. 

Policies and Procedures

In both situations you will need to figure out what the company being acquired has in place for their policies and procedures and how they align with those that you have in place.  Frequently there can be a meeting of the minds where you can take the best of both worlds and adopt new P&P’s.  Not only does this give you an advantage but is a nice show of collaboration to the employees being acquired. Especially, understanding the differences in both leave policies and having a transition plan before the close date is critical to reducing employee disruption and managing expectations.

Benefits

In most cases, when it is an asset sale, you will be able to choose which liabilities to exclude from the sale, such as the 401(k) plan provided by the seller.  In a stock sale, you will be required to assume all the benefit plans, at least for a period of time, and may not exclude any up front.  

Other benefit considerations, which we will explore in more detail next time, include how to handle FSA’s, LOA’s, 401(k) account balances and outstanding loans, bonuses and medical deductibles and out of pocket maximums.

Acquisitions bring a lot of uncertainty but also a lot of excitement around the possibility of building a bigger and better entity…….. almost overnight!

Doling Out Dollars

sherriesuski_dollarsIt’s merit increase time again.  “How hard can doling out dollars be?”, you think.  The budget is 3%, just give everyone on your team 3%, right?  Well, maybe, but let’s talk about a better way to evaluate and incentivize your team members.

Compensation is a blend of a science and an art.  Let’s talk about the science part first.  Done correctly, there should be salary ranges for your organization and sometimes multiple sets of salary ranges, depending on the physical locations in which you operate. These salary ranges should have been created by knowing your overall target market percentiles and the value of each job that you are slotting into your ranges in the market. It is often helpful to create a matrix for your managers to use when considering merit increases.  The performance rating should be on one axis and the quartile position in the salary range on the other axis. Keep in mind that the matrix is usually only a guideline.

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As employees move through their salary range, their salary growth should slow.  Someone who is performing at a 4 level, fully competent in their position, and in the 1st quartile, should receive a greater percentage increase than someone who is performing at the same level but is already in the 4th quartile.  Don’t be afraid to be open about this with your subordinates.  Compensation should not be a mystery.  Employees have a right to understand how their merit increase was calculated.  This can also open the door for conversations about career growth and additional responsibilities they could take on to move to the next salary grade.

Aside from merit increases, there are usually two additional types of increases that can happen.  One is a promotion, which is simple enough.  Someone is moving into a different position in a higher salary grade or is moving to a more senior position within their same job family.  The second type of increase is the market adjustment.  Perhaps the most misunderstood type of increase.  A market adjustment is not a way to give your employees more money without going over your merit budget, as many new managers believe.  A market adjustment is specifically used for an employee who is performing competently in their position, but is very low in their range.  Many organizations will restrict market adjustments to employees who are performing at a level 4 or 5 and are in the first quartile of their salary range.  This increase, in addition to the merit increase should bring the employee to the 2nd quartile or as high as the midpoint of the salary range.

The last topic is a merit increase that is called lump sum or one time merit increases.  There are pros and cons of implementing lump sum increases.  

These types of merit increase are reserved for employees performing at a level 4 or 5 and at the very top of their range.  The theory is you are already paying these employees above the 100th percentile of the market and do not want to continue to increase their base salary. You do, however, want to continue to reward and incentivize them.  If you decide to implement lump sums, they are usually given at about ½ the amount of a regular merit increase and paid all at one time at the beginning of the year.

So, now you know, doling out the dollars, can be a little more complicated than just giving everyone 3%, but, done correctly, you can continue to incentivize your best employees!

A Good Culture = Caring about Others

pexels-photo-169915We have talked it the past weeks about how to understand what your company culture is, how to create the change to what you would like it to be, how to incorporate your Purpose Statement and Guiding Principles and how to align your Performance Management system and goals with the culture in order to get the best results.

Especially at this time of year, it is important to remember that creating a great culture, one in which employees will feel inspired to do great things and will give their all, all of the time, comes down to creating an environment of caring.  All of the words and posters, e-mails, employee newsletters and team building sessions don’t really move  you to your end goal unless you truly care about each of your employees as human beings and actively show and encourage that on a daily basis.

Over and over again, studies have shown that employee engagement is a better predictor of both productively and turnover than employee satisfaction is. When employees feel cared for and valued, employee’s engage.  They engage with each other, they engage in their work and they engage with management.  Engaged employees take less sick days, are far more productive, do not file litigation and are generally happier.

Truly caring is not about handing out big bonuses and merit increases or about officially recognizing someone for the best sales performance.  Truly caring starts at a much more basic level.  Truly caring is asking for someone’s opinion and then taking the time to really listen and understand what they have to say.  It means following up with an employee who mentioned they were going house hunting or has a parent ill in the hospital.  It means promptly and courteously responding to each and every request as if it were the most important one.  We all get 100’s of emails each day and it can be tempting to just ignore the never ending onslaught, but take the time to respond if only to say “I am swamped, but can get back to you over the weekend”  It means setting and meeting or beating expectations.  There is nothing worse than committing to deliver something to an employee and then letting it just fall through the cracks.  If you are not truly committed, you are better off, not setting the expectations.  People need to know you care about them as individuals and once that connection has been established you will be amazed how willing they will be to go above and beyond in all aspects of their jobs.

So, as we enter this holiday season, take some time to show those around you that you truly care.  They say if you practice a new skill for 30 days, it becomes a habit.  What an amazing 2017 we would create if caring became a habit.

Establishing Goals

darts-dart-board-bull-s-eye-game-70459We talked about how to establish Core Competencies in your Performance Appraisals, in the last article, in order to tie your Guiding Principles to your Performance Management system and to reinforce the Culture you are trying to create.  Keeping in mind that the overall goal is to increase employee engagement to drive bottom line results, it is important that you add goals to your Performance Appraisals as well.  I am a big believer in SMART goals.  

I won’t go into a huge amount of detail here as there are numerous websites devoted only to this, but in a nutshell, SMART stand for:

  1. – Specific – the more granular the better
  2. – Measurable- make sure you have systems and processes in place that can actually measure whether or not you achieve the goals
  3. – Achievable- stretch goals are fine; impossible goals are not.  No one will strive to meet something, putting in 110% ,for something they do not believe is possible
  4. – Realistic- I personally like some of the variants for this goal a bit better than “Realistic”.  You might use Relevant or  Results Oriented to ensure that the goal is meaningful given where your business is
  5. – Time based- the goals should not be open ended- they should have dates by which they should be completed.  Usually shorter time frames for employees in nonexempt roles and longer for those in managerial positions.

 

Implementing goals in an organization for the first time can be a challenging exercise.  One of the many jobs as CEO or President of a Company is to establish goals that support the strategic plan, which is a written document that articulates the organization’s strategy for achieving its mission and vision.  It does not have to be an overly complicated process.  They can be basic goals such as, Increase revenue by 20% or Gain an additional 5% of market share.  At the point at which you are comfortable with the goals, you can share them with your Executive team.  There should be as system in place whereby they can then align their goals in support of yours.  The first year out, it may be best to limit goal generation to the Executive Team or at least no further than the Director level.  The real work is not in defining the goals but in managing the business in support of the goals.  This requires dedication to and support of the process.  If you have monthly or quarterly management review meetings they should be a part of each presentation, outlining where each team is in support of these goals and allowing others in the room to ask clarifying questions.  It can be helpful when you are just starting the process to actually flowchart the goals in the organization to give everyone a quick visual of how the goals are aligned.
It is very rewarding at the end of the year to look back and see all that has been achieved.  Sometimes we forget to take just a few minutes to celebrate our successes before we launch into the next set of goals and deliverables.  

Creating your Guiding Principles

Sherrie Suski discusses guiding principlesJust like there are many different versions of a Purpose Statement, there are many different versions of Guiding Principles.  They can go by How’s, Core Principles, Core Values or Guiding Principles.  But, by any name, their main purpose is to start to establish what you stand for and what you believe in. They start to form the framework for how you will guide your company, how you will do business and how you will realize your Purpose Statement.

As with the purpose statement, it is always best to engage your workforce in the creation of your guiding principles.  Have a few brainstorming sessions, have an idea box or e-mail address that suggestions can be submitted to, have a contest, anything that will start people talking and then thinking, and it usually does happen in that order, about how they are going to actively contribute to the Company’s Purpose Statement.  Let people know up front that the management team appreciates all of their input, will take all of it into consideration, will summarize it and will come back to the group with 4-8 Guiding Principles.  There is some debate to be had over the ideal number of principles.  My preference is to have about six.  You need enough to cover everything you need to, but not so many that no one can remember them all.  Keep in mind that you will want them hanging or painted on a wall and you don’t want it to look like a long story that no one wants to take the time to read.

Some examples of Guiding Principles might be:

  1. Do what is right and not what is easy
  2. Be appreciative
  3. Have a positive impact with each encounter
  4. Be humble
  5. Focus on our customers

Once you have identified your core Guiding Principles, it’s time to announce them to the Company.  Make sure this is accomplished with some fanfare and that, preferably, it is participatory.  People remember how they feel and it is much easier to elicit a feeling if you are participating in something than it is if you are simply listening to something.  One idea might be to break your team up into groups and to have each group take one of the Guiding Principles.  Ask them to come up with a skit to depict the wrong way to portray and GP and then the right way.  Be sure to end with the right way as that’s what you want people remembering.  Teams can have a lot of fun with this exercise!  Imagine a skit showing how NOT to be humble where someone is walking around boasting how great they are and taking all the credit for a goal that has been achieved and then showcasing what the same scenario would look like when someone was being humble, giving credit to the team in its entirety.

Guiding Principles should concisely convey how a company defines itself from a variety of different perspectives.  Make sure that your Guiding Principles speak to your external customers, your internal employees (which can also be customers) and to what success means to you. Your Guiding principles should flesh out your purpose Statement, adding more specific information on how you plan to accomplish that on a daily basis. Ideally you become recognized by your Guiding Principles and stand out amidst your competition.

Socializing Your Purpose Statement

people-woman-coffee-meetingThere are many different versions of a Purpose Statement.  Some call it, the mission statement, the WHY or the Go-To statement, but they all drive toward answering the same question though, “Why are we in business?”  Now that you have defined your Purpose Statement, with the input and guidance from your cross functional teams, it is time to broadcast it.

By all means, allow the employees and teams that were involved in creating it help you to socialize it throughout the organization.  This serves two purposes.  One, your team is invested in this statement and will appreciate seeing it trumpeted to the rest of the organization and their work celebrated and two, the rest of your organization feels differently about edicts coming from top management than they do about edicts coming from their peers.  The likelihood of success is much greater when it comes from both.  You can’t be everywhere at once, especially in a large organization, so anoint your team as the ambassadors of the Purpose Statement.

So, let’s talk about way in which you can socialize this message.  Is there a Company newsletter?  Run the cover article covering the new Purpose Statement, explaining what it means to you and to the team that helped to design it.  Make sure you publish their names and, if possible, their pictures.  Everyone likes to see their name in print attached to a corporate initiative.  Perhaps there are company-wide business meetings that occur monthly or quarterly.  Have a banner printed up with your new Purpose Statement.  Let it scroll down behind you as you announce the new direction.  Allow each of the team members to come up and speak about what it means to them personally and how they think they will apply it to their daily lives at work. Giveaways, while a little corny, do work to keep the message in front of everyone.  Mousepads, sports bottles, key chains are all inexpensive reminders of what you stand for.

Start to use the words and phrases that are incorporated into your Purpose Statement in your verbal and written communication. People repeat what they hear and read.  Think about ways in which can act that will be physical manifestations.  If your Purpose Statement talks about giving back, think about ways you can show you are giving back.  Can you set up a charity for employees that run into financial trouble?  A Lend a Hand Fund so to speak.  Can you engage with a local charity and support back to school or Thanksgiving food drives?  You will find that the more ways you can think of to deliver your message, the easier it will become for employees to understand it and live it.

Uncovering Your Company Culture

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Ask yourself some quick questions and you can likely uncover your Company culture that exists today.  Although employees often ask these questions, sometimes members of management forget to ask the very basic questions that help them to understand their Company Culture from the employee’s point of view, good or in need of improvement.    Do we do our best to meet employee’s needs?  Do we treat each other with empathy, dignity and respect? Do we respond to our customers, internally and externally, with urgency and positive impact?  Do we hold ourselves accountable?  Are we inquisitive? Do we empower our employees to amaze our customers?  Are we consistent in delivering excellence? The answers to these questions will help you to start to get a better idea of how your culture is shaped.   

After asking, the easy part, and answering honestly, the hard part, you will have a good idea of your current company culture.  There may be facets of that culture that you think it would be healthy to change.  In order to change, though, everyone needs to be on the same page and moving forward in the same direction.  It is often useful at this stage to create a focus group of employees who will create and take the journey with you to develop a Purpose Statement for your Company.   There are many different versions of this, the mission statement, the WHY, the Go-To statement or the Purpose Statement.  They all drive toward answering the same question though, “Why are we in business?”

Kick off your focus group with cross functional participation.  Explain the purpose of the meeting and open a brainstorming session.  The idea here is to get as many thoughts on a whiteboard as possible, not to qualify them at this point.  Let the team go away for a week and think about the ideas that have been generated.  At the next meeting, start to work through which ideas capture the essence of who you think you are or want to become as a company, the reason you would tell the rest of the world for why you are in business.  This statement should be “action-oriented” and should inspire people to actively DO something. Well written purpose statements not only help to guide your team internally toward a common understanding and goal, but are valuable tools externally for attracting quality candidates and customers. While the statements themselves serve as reminders of what is important to your organization, the process of engaging the workforce to develop them allows people to feel ownership for “their” organization.

Once your Purpose statement is finalized, which is a big step in the right direction, and one you should celebrate with the workforce, you are not yet finished.  Next, you should decide how to socialize and message these statements. You might look at adding them to mousepads as free giveaways, using them on your website or having an artist depict them on the wall in the lobby.  The point is to continually incorporate your Purpose Statement into the way in which you do business until it is ingrained and second nature.

As a side note, culture can and should be driven by initiatives, performance metrics, goals and other measures, but culture also needs to be driven by the less tangible, kindness, compassion and empathy.  Cultures are driven by the words used and the deeds carried out every day.  They are driven by doing what is right for your employees as human beings.  By bringing in flowers on Mother’s Day, by handing out Good Gotchas, by taking the time to listen and to genuinely care.