How to Focus on Integration as a Corporate Development Professional

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Again, that's mascience.com I'm your host Kisam Patel, CEO and Founder of M and A Science. Joining me today is Brent Campbell, Vice President of Corporate Development and Strategy at Alight Solutions Alight is a leading cloud based human capital technology and services provider that powers confident health, wealth and well being decisions for 36 million people and dependents traded on NYSE under ALIT. Today we're going to talk about how to focus on integration as a corporate development leader. Brent, how are you doing today?

I'm doing well, Keithan, thanks for having me. How are you?

I'm doing great. Thanks for taking a break from doing deals to have a conversation with me here. Can we kick things off with a little bit about your background?

Coming out of business school, I worked in investment banking for several years. I worked for Barclays, did M and A advisory there and cut my teeth on M and A. I worked out of the Chicago office so I was a generalist there working on services, industrials and education services. We did a number of sell side transactions there as well as some financings and other types of corporate finance deals. Really enjoyed my experience there. I worked with a lot of great people and got exposure to a lot of different things but felt it was somewhat incomplete. I wanted to see more of a full picture, more of the strategy leading up to the deals and then seeing what happened after the deals and whether they were successful, whether they made sense or not and whether the deal rationale really played out the way it was pitched. Decided to make the move into corporate development and began working at Aon and 2015 in their Hewitt group. Working among a team of about three or four people. Got a lot of exposure there as well. We did a few sell sides and then a number of buy sides there. Just really kind of learned a lot of the things that I wanted to see. The strategy why are we doing this? What's happening? Why are we looking at these assets? And then the aftermath too, which is really important to me seeing did this work out the way we wanted it to, did a deal strategy, holding off those types of things and in 2017 we sold most of that business to Blackstone and then that business actually became Alight Solutions and shortly after the divestiture I joined Alight and started building out a team. I joined actually my former boss who came over with the transaction. We built out a team together and we've been pretty active from an M and A perspective. I've got a team underneath me and we've been pretty much in buy mode consistently since about 2018. We've done, depending on how you classify the deal, 10 or 11 acquisitions for the most part. All strategic, not really roll ups. Either getting into a new TAM or adding a New product or getting it into new geographies, those kinds of things. We came out of the gate hot with a light and we're continuing to use M and A as one of our strategies to grow.

It's a pretty diversified background there, my friend. You went from the advisory side to going in house, working on strategy, seeing what happens after the deals close, being part of this carve out then ipo. The interesting thing is you're the one that wanted to talk about integration today.

Maybe we can kick things off with.

Why or how important integration is.

I'll be honest, coming out of banking, it really wasn't even on my radar. I knew about it, I spent some time with it, but it just. It wasn't one of those areas where I felt that, hey, this is an area that I really am going to need for my career development. And I knew it was important, but I didn't know how important it was. I was more focused on the why, the tragedy piece of it, the aftermath, the impact of the deal. But having gone through from idea inception to finding targets to diligence to acquisition and closing the deal, having been through a number of those reps, I've really noticed and really started hitting that integration is just as crucial as any of those other pieces are. Without a proper integration process and without really dedicating the resources to it, you can turn what could be the best idea and the best asset. And you flawlessly executed the diligence and negotiated a great deal. You can turn a win into a loss fairly quickly if you're not really planning for that future state. Particularly given the way we've wanted to do things. We're not really buying separate businesses just to set aside and let them continue to run and do their own thing. We really want to integrate it, make it part of the bigger story, the bigger strategy, the story that we're telling the street and real value for our clients. Seeing that firsthand really opened my eyes to we need to be serious about this and we need to make it something that is not just an afterthought. It needs to be considered upfront at the very beginning of a deal. It should be, in my opinion, one of those items that's involved in the go, no go decision on a transaction. Is this something that's their culture fit? Is this something that we can integrate without disrupting their business, without disrupting our business? Those kinds of things that are really critical.

How did you come to this conclusion? You don't often get this perspective and I'm curious, is it purely from Experience. Where did you come through with this realization?

Just going through some of the reps. It's not quite as sexy as some of the other things on a deal. Oh, this is going to open us up to these new geographies. This is going to open us up to this new tam. We can really sell this to clients. And you know, let's talk about purchase price, let's talk about negotiating. Those are the things that get a lot of the attention in the deal. And it's. Sometimes it can be an afterthought. And coming out of Aeon and Light, we really wanted to hit the ground running with acquisitions and trying to beat up some of our solutions to market and things like that. Being a carve out, there were quite a lot of learnings that needed to. Some education needed to happen there. And while we were an established company, we were part of the Hewitt acquisition going all the way back when Aon bought that over a decade ago. We were a company that had been around a long time, but as a standalone company, we were totally new. New C suite, new infrastructure, all that kind of thing. We were on TSAs and things like that. So it wasn't a fully automatic process. There were things that were still being built up. We still had to get off the TSAs, get on our own. And so we didn't have some of the benefit of that infrastructure that a more established company might have. And so we were trying to build that up at the same time. We were really trying to get some of these deals done so we could make our CL happy, so we could get into areas that we really wanted to get into. We had a couple of deals where we did have an integration plan. We certainly did. But there were so many things in process. There were so many moving pieces early on that a lot of the plans that we had for integration, by the time we were starting to actually execute on that, people were in different positions. We had different ideas about the direction of the company or direction of specific areas. It was one of those things where it was just a lot going on, a tough situation. You can't really put the blame on anyone. But it was just a lot of moving pieces. So the integration didn't get probably as much attention as it should have. So we had some growing pains with some of these acquisitions. We had to go back and, and say, okay, here's what we really thought we wanted to do in the deal model. And other people that came in after the deal happened had different ideas and things like that. I saw firsthand what it can do if there's not like a core focus on that. The deals ended up being successful ultimately, but it took some of them took a much longer than we had anticipated, much longer than we had thought. Seeing that happen, it was quite eye opening for me.

That's a common theme I picked up on. If you don't have the right practices in play to execute integration well, you'll get your anticipated deal value, but it's going to essentially take you longer. Are there negative consequences of that?

Yeah, absolutely. You're acquiring an asset, you're acquiring a management team. Depending on how you've evaluated that, typically you want to, you want to bring some of those leaders over. And if things start taking longer than they are, if they cease some kind of, hey, this is what we had planned, this is what we're going to do, but now that's put off for another year or something like that, then you can potentially lose talent, you can lose market momentum. A lot of the acquisitions that we've done were very exciting to the clients. We're very appreciative that we did this. This is, you just bought a solution that we really have wanted you guys to have kind of a thing. But then all of a sudden if we're not delivering on that in a timely manner, then that can cause an issue as well. There's certainly some negative consequences to not being able to move at the speed at which you had anticipated and what you had originally told clients and you maybe originally told the target company that you acquired. That can really slow down the momentum. The idea is you acquire an asset, you make that initial splash with the market, with clients, with the target company's employees, you can talk about all the great things that you're going to do with it and you keep that going. You want that to just continue on. You want to keep seeing big or small successes along the way to build upon that, hey, look, we said we're going to do this, we're doing this, we're doing this, we're doing that, the other thing, and we're continuing on. Not, hey, we made the announcement, we told everybody about it, we got everybody excited, and then they don't hear anything for six months.

How does that tie into the story to the street, which you mentioned earlier?

Now that we're public, it's more critical than ever. Not that it wasn't important before, it certainly was, but really nailing that down because that's our leadership team. They tell us a message to the street and we are expected to deliver on that. If we're not moving in a manner in which we had assets, the street, then that raises questions, then it becomes an earnings calls or things like that that potentially becomes an issue in terms of hey, what's going on with this acquisition? You said this was going to happen. And what you don't want is to have your leaders on the call saying, oh, we're behind on that. You get it from that end and you get it from the client. It all comes together and you want to keep that momentum going, you want to keep that speed going, 100 day plan, you want to get that going and deliver on those things because it can snow you're not moving as quickly, then maybe you start making some decisions that weren't necessarily in the deal model or in the plan or things like that to speed it up and that can cause some problems as well.

This leads into the next question because when you talked about integration, a couple of things you immediately mentioned were people and culture. So how can corporate development focus on integration?

Every corporate development group is structured differently. I'm lucky enough to be in one where it's I report in the chief strategy officer and so that alignment with the, the strategy is there. From day one, I'm involved, I'm aware of why we're doing this, what's going on from before. We even identify the targets, my team and I, and we work very closely with the strategy team. We're all kind of one team really. We all work together and so we have the best, along with some of the business leaders we bring in from an early stage, obviously who sign off on the strategy and are aligned with it. From day one, we're aware of what we're doing, why we're doing it, why we need to do it and what it's going to give us and how it's going to help our clients. Our continued involvement post acquisition is an essential piece of that integration part. Every company does it differently. Sometimes there's just a handoff, all right, I signed the deal, we just closed the deal, we transfer the funds. Bye bye. I'm like, I'm looking for the next thing that may work for like some tuck ins or things like that. But if you're doing real strategic acquisitions, you need to keep some level of involvement. Our goal and what we're working towards is to keep our involvement as hands on as possible post acquisition. Now that's not always possible given some of the other conflicting time elements and things like that, but that's the goal. Certain things will come up obviously during integration that you never thought about and having someone who's been in it from the start say here's how we can approach this, here's how we can tackle this. Given this is why we acquired the asset. Or this was what was discussed during the deal, this was what we told the other side. And those kinds of things. Really making sure there's that continuity and not with disjointed. You guys were saying one thing during diligence and during the negotiations. Now we're integrating and you guys are like doing something totally different that we're confused about. There's not that. That's another. You ask for negative outcomes. That's another thing that can cause people to be upset or some morale issues and things like that.

These are good examples. I see how you can help bridge or make sure there's these connective tissues with integration so that there's none of these gaps that blow open and cause bigger problems.

And look, nobody's perfect. There's going to be problems, there's going to be miscommunications and things like that. And we've certainly had them. And that's kind of that continuing process of learning from previous mistakes and getting better. And we've also had some good continuity in a lot of our work streams who are doing the day to day work on the integration. They've been through a bunch before and we're really opening those lines of communication. Making sure that there's no miscommunication and getting those reps for them too is also critical.

What about some of the other challenges I hear from the integration side around stakeholder alignment and culture? Are there things that you get involved with at all or have a perspective.

On in terms of culture? That's certainly an area that we focus on during the diligence piece. We're involved with that for sure because we're on pretty much every call during diligence. We get a feel for that. We'll typically go do some sort of site visit or meet with the management team and some of the key employees. So we're involved in that. The work streams are certainly working with their counterparts on the other side to get that fit as well. It's never an easy answer because you talk about a company's culture, you talk about culture of a group even within a company could set a culture. A company could have a certain culture even within different groups within that company. They can behave differently or at an individual level. So we try to look at it in the aggregate. Obviously there's those quantifiable metrics. This is their Benefits. This is our benefit. How does it work together? How do we pair those? Are people going to be upset about that? We make decisions on making sure we keep people whole. But then those intangibles are where it's difficult. Is this a more mature company that has more of a corporate culture where they've got their defined lines, or are they more flat? They're like more of a startup. Those considerations play a pretty important part in how we look at a deal, because what we don't want is them to come in and say, man, I can't work at a company like this. It's just, you guys are big and they've got all these approval processes and things like that, and that's just not going to work for us. So those are certainly considerations that we take into account while we're looking at it. It's never perfect. You're getting interviews constantly. When you're doing diligence, you're getting their best foot forward. They're not going to come in and say, I hate my job. This company sucks. You know, you're not going to get that. So you have to try to read between the lines occasionally and decipher that. It's not easy. And we don't always get it right. And you try to learn from that. You try to make it so the transition is as seamless as possible. Like, hey, you guys are still doing. You guys still need to do the. Continue to do the good job that you're doing. Your job doesn't change just because company logo changes or something like that. We try to make it so it's easier for some companies that day one, well, you're not this XYZ company or you're a light or gradually ease into it with other companies where it's like, hey, we're going to give a grace period of six months. You're going to. You can continue to call yourselves the company, but we're going to transition that over to our company after some set period of time. That makes sense. So I think it's a tough one, but it certainly has to play a role. You can't ignore it because last thing you want is to lose major talent.

Yeah. I feel like as you get into integration, you have a whole series of decisions to make and you have a lot of stakeholders that need to be aligned around these decisions. And that's where some of the friction and conflicts happen. And I was just curious to know if you get involved with any of that stuff at all.

We do, but what we've been trying to do recently is make those decisions up. Just from a technical perspective, some of the key decisions are when do we switch over their technology, when do we switch over their CRM, various systems, Internally, getting those decisions made up is really important because things that you don't think about when you're acquiring a company can have a huge impact on the employee experience of the target that you're acquiring. So there's conflicting desires on some groups. All right, we need to move everything over day one, because that's just the easiest for my group. Or some groups say, hey, we need six months to get things aligned and do that. So that's where, particularly internally, from a technical standpoint, that's where a lot of conflict comes in now as it relates to business decisions. Stakeholders there, like, hey, are we, if we're going to change our go to market that we had thought of for some reason, our go to market strategy that we had put in a deal model or that we had come up with for the thesis for the transaction, we want to change that because we don't think it works. We absolutely do get involved in that. We tend to ultimately defer to the business on what makes the most sense. But we need to make sure, hey, if there's a deviation from what we had said previously, why are we doing that? Is it going to cause problems with clients or is there going to be an issue there, or what's the benefit of doing it a different way? Having a strong integration team and having us aligned with that is important because some of those decisions, particularly you can come up with a go to market strategy as the buyer. There's certain rules in how you interact with the seller in terms of how you're going to go to market post acquisition, until you've actually close the deal. You have like HSR restrictions and things like that. You don't want to be seen as operating the company combined prior to owning it. That's where you start to see some deviations from what you had expected. And that's where we come in. We need to know what's going on. We need to be aware of it. One, so we can track, hey, is this, is this the same deal that we put together or is this now changing? And two, so we can provide our insight into what we think. I think that's another critical area because it helps us explain to the teams and all the people that we work with during the deal, hey, I know we said this during the actual deal, but things change. You can't stay totally rigid and stick with what you put together 12 months ago that information stale. Yeah, we are involved in all that.

You got to encourage a level of agility there. Can you briefly explain what HSR restrictions are? Because from what I know, it's public.

Company oriented, it dictates anti competitive behavior and all transactions over a certain size. I think it's 90 million or something like that. Now you have to put in a filing with the government to get approval for the transaction. And oftentimes with that you have to supply deal materials, communications, things like that that the government reviews to make sure you're not doing anything that's going to ultimately impact the consumers or clients. So think of things like pricing discussions, talking about once we own you guys, we're going to just dominate the market. That kind of stuff is stuff you absolutely want to avoid. Even the perception of to ensure you get approval. So a lot of those go to market discussions and joint discussions on how you're going to approach a certain client. You can't really do until after you actually own the business because then it's the question becomes are you buying this business to basically get rid of a competitor so you can raise prices and your clients have no other outlet or no other channel to go to aside from EU after this acquisition? Yeah, it gets sensitive on some of those topics, particularly as it relates to clients and sales and go to market.

Is that specific for public companies or does that apply to private companies too?

It's private companies as well. Yeah. Same rules applied to us prior to our ipo.

What's your integration structure like? Do you have a dedicated team?

Well, we don't have a actual dedicated team for every deal. We do have a significant amount of continuity around who's involved. So the teams that do the diligence. So take for instance the technology team that's doing technology diligence on the deal. They'll be heavily involved in integration. We don't have an IMO yet like an integration management office yet. That's something that we're thinking about and seeing how it works. We have specific project managers who have actually done it before. We have one lady who's great, she's super organized and she very hawkish and on top of things who has had some reps. She's been like our de facto IMO and she's worked with us on a couple of deals. We have the right people, we have the right teams. It's more a matter of now making sure it all comes together and having more involvement from the corporate development strategy team as well on that kind of on top of all of what we have right now, we have all the right pieces in place. It's just a matter of making sure it continues with that process, continuing improvement and making sure there's the higher level strategy continuity on why and what was intended. Because one of the other issues that comes up a lot of times is if you've got TSA transition Services agreements, you can only put so much in legal documents and believe me, they put plenty. But it's. You can't spell out every potential scenario in those. Otherwise it would just be thousands and thousands of pages. So helping to interpret what the intent is on certain things and what was discussed and maybe verbally agreed to, like, hey, while the purchase agreement doesn't say we have to do this, really in the spirit of the deal and the spirit of the negotiations, we did kind of agree to this and we said this is how we would do it. So to honor our word and to make sure we're keeping in line with what was told to the employees and the sellers, having our interpretation of that is helpful as well.

How do you approach building your integration muscle? Well, you described you have some key internal resources, but in the process of building it, are you working with some external consultants to get there? Like how do you make sure you don't screw it up from the beginning?

We do currently use some external resources. We'll bring in some consultants and things like that. A lot of it is more for excess capacity and extra pair of arms and legs. A lot of our people aren't necessarily dedicated to M and A or integration. It's something that they've got their day job and then this is something that's added on top of it when you're going through a particularly big integration or something that you're maybe not getting all the resources for, like a carve out. In particular, we'll bring in third parties for sure. And that's something that they're great, they're great at what they do. They're professionals, they're experts at it. They can really help out with that. But the flip side of that is they're extremely expensive. There's that element to it. If you're going from consultant to consultant on different deals, you don't necessarily always have that continuity or some of those familiarity with how we do things, what our business is, how we're structured. And so you end up with some learning loss, you end up with some re education and things like that on how we want to do it and how we want to do things. Where ideally this isn't a perfect world. But if you can have those resources in house who get those reps and who are able to take those learnings from one scenario to the next to the next to the next, they're familiar with the company because they work here. That really is an ideal situation. Now, looking at it through a M and A lens, that that's easy for me to say because I don't control the whole budget and things like that. And that's obviously a perfect world and that kind of thing. And it only really applies if you're the serial acquirer as well. Have that constant workflow, constant integrations, that kind of a thing, constant diligence going on. So to me that would be the perfect world, but we don't live in one. And so sometimes if you're opportunistic, which we sometimes are, an M and A where something comes across and it's hey, while this wasn't necessarily something, that's one of those things that we've had our eye on for 15 years and kind of a must have kind of a situation. But hey, this would be a nice roll up. We can get it at a good price and it makes sense and our clients want us to buy this and that kind of a situation. Then sometimes you're moving more quickly than you might normally and then hey, we're not going to have a ton of time to get the resources in so we're going to have to bring in some third parties to help out.

Teach me how to do all this stuff. Let's role play that. I am a corp dev leader that does about two, three deals a year. But I'm old school. I'm doing this the typical very and you know this way, right? Very old school. I maybe bring in my integration person a couple weeks before close. Hey, you got this company requiring, what do you need to get up to speed? How do I transition from that into more of what you described? We're very forward thinking. It sounds like you were thinking of integration a lot earlier. Coach me how I should change my ways to get there.

First, take a look at what's working for you. Have you had problems with integration in the past? If the answer is yes, then let's consider how you look at that now. What you described I've certainly seen. Let's start thinking about diligence two to three weeks before we sign or close the deal. What are some of the issues with that? You're going to have to bring someone up to speed who's coming in totally cold. Do they Know why you're doing the acquisition? Do they know who the players are on the other side? Do they know what outcomes you're looking to get from the integration and the deal? Likely not. Let's think more about how can we make it as seamless as possible. Let's consider potentially bringing in that person. Maybe you don't need to bring them in on every deal when you're going through the IOI phase, the indication of interest phase, because a lot of Companies, for every 20 IOIs you send out, you might get to full on diligence on a handful of them. So you don't want to waste people's time. So I understand that concept of bringing in people late and sometimes it's unavoidable.

Now we're talking. I guess there is a thing to differentiate here between working in an industry as primarily proprietary deals versus primarily bank deals. It sounds like you're describing more of a environment where that's primarily bank.

Yeah, we've certainly done a fair amount of proprietary deals, but we do have a good amount of bank deals as well. He's got pretty good relationships with a lot of companies, so we're able to sometimes take them off the market first. But in a bank deal, you're against the clock. You don't have as much room to negotiate and move at your timeline that you want to. So getting those people, especially if you're talking about a sign and close, getting those people in early who are going to be working with their counterparts, whether it's for diligence or immediate integration, right after the deal closes, you can avoid quite a few pitfalls and quite a few delays if you do that early. So there's a kind of a fine line between diligence and integration. A lot of diligence questions have integration implications to them. For instance, if you look at treasury bank accounts and things like that. Just one example, all right, Company requirement has six bank accounts. These different geographies. We don't need any of them. That's a question you want to ask during diligence because it's needed for diligence, needed for understanding how the company cash flows work and things like that. But at the same time, you're thinking in the back of your head, day one, we're going to have to like some period of time, we're going to have to close a bunch of these bank accounts and transfer funds and do this kind of thing if we acquire this deal. So if you're doing it the old way, which I mean old way, new way, I Mean there's a lot of overlap with it at the same time. But if you're doing it the way where you're waiting until just a few months or a few weeks before close, you're not necessarily setting that person up for a lot of success. They're not going to know their counterparts, they're not going to know where the diligence pitfalls were. You can try to get that person up to speed. The way we do it is we have two or three times a week calls where we have all the workstreams get together so they all can hear some of the issues that each work stream has. And while it can sometimes be a little bit tedious, the outcome you hear someone from technology will say we had this issue with this system when we were diligencing it. And then someone from finance will hop in and say, oh yeah, that's gonna, we're gonna have to figure that out. That impacts me. Whereas if you're doing it all in silos, not really having those conversations, then you can certainly miss a lot. And that person coming in late is just not going to have that wealth of knowledge. So then it becomes up to then they have to make a decision on their own or they, it gets ignored or then they have to try to problem solve it on their own, which is not really the position you want to put them in.

Bring them along for the ride so they're not just playing catch up the whole time.

That's the idea. It doesn't always work that way because it's. Sometimes you go into a diligence process and we think we're going to do this deal, but there's still some pretty big dating items that we need to, to get to the bottom of before we really give that green light. But yeah, to the extent you can, particularly for those work streams that are going to be very much involved in diligence. Now me probably biased but like a lot of the big ones are going to be, you know, technology, because we're buying technology companies, HR because that's, you want to keep your personnel there and those kinds of things. Finance, for obvious reasons, but those are critical ones to have very early on and have them thinking about integration. There was a call early on on one of our last deals, when should we start thinking about integration? And I mean it's today. Everything that you're doing should be in the guise of one making sure there's no deal breakers or anything that impacts valuation or anything like that. Obviously that's the diligence. But also let's start thinking about integration right now. It's what do these diligence findings, how do they impact integration? How are they going to impact what this looks like on our books?

How about the business sponsor? Do things shift? When you're describing this integration focused approach.

With the business sponsor, what I've seen when we've had very clear and consistent business sponsors for it is they're very much aligned with seeing all this and thinking about it up front. Now some conflicts do arise in terms of, hey, post close, we're going to need to hire 10 more people to do this and the business sponsors trying to manage a P and L at the same time. So you've got some of those conflicts. But anything that can make their job easy, they're typically on board with because a bad integration, slowness to market, any kind of hiccups that cause problems with clients is going to impact them. The smoother it can be, the smoother that transition can be, the better for them.

Any like practical steps that you sort of adjust to keep them in the loop or have them think an integration.

Earlier, for lack of a better phrase. I just annoy them with it. I just, hey, every so often I'll shoot them an IM or something like that and hey, this is going to be something we're going to want to make a decision on. This is something we're going to have to like deal with the first week after close. Hey, here's a reminder that kind of thing because they've got a million different things going on. And just like everything else, integration isn't always on the top of their mind. They're thinking like, how many salespeople am I going to get, how much revenue am I going to get, how much cost am I going I going to get? Am I going to need to right size any of this? How are we going to go to market stuff that business people should be thinking about, obviously, and stuff you want them thinking about. But at the same time, there's things they'll need to be involved with that aren't quite as sexy as those elements, but can have just as much of an impact on it. If your employees can't access email day one, you're kind of screwed in terms of clients and managing the business and things like that. It can cause a lot of problems. So while it's not things like, hey, what are the synergies going to look like? It's very much related, you're not going to be able to execute on any of those synergies if this business isn't running the way we want it to.

Tell me, how do you measure integration success?

Employee retention is one way to look at it. I don't think it's necessarily the defining factor, but you hear about it if things are going poorly, let's put it that way, from an employee perspective, you know, if they're managing two different email systems, they're not able to see certain things on the light side that other employees can see. You hear about that. That's one of those kind of things where it's no news is good news on that. If you're not hearing negative feedback, you're probably doing it okay for the most part because it happens quickly. Where you start to hear that negative feedback, more things have gone wrong. That's employee experience. 2 Measuring success. Obviously, you put in a business plan and you put in a model. That's how you get to the valuation, the closeness to that, that ultimately, when you're doing a postmortem 612 months later, or whatever it is, the deviations from that, the hits, misses, those kinds of things are a very easy, quantifiable way to tell whether it's been successful. Hey, we thought we were going to be able to execute on 10 million of cost synergies and 20 million of revenue synergies. Where do we wind up on that? To me, integration plays a pretty massive role in that because like I was saying before, you can't really execute on those things. You can, but it's very. It makes it much, much more difficult if things are running poorly and it's not integrated and you've got duct tape and band aids on certain things that you're just trying to hobble along and bring together. I think those are two fairly easy metrics to see. And then I think it's. There's an overall, this takes some time, but you start to see success from some of the people in the target company. Sometimes that means they're getting bigger roles within a light or they take on a bigger leadership role within the target. To me, that goes hand in hand with retention. But a good integration experience, a good employee experience will help create that pathway for success for employees and open up bigger opportunities. Because typically what we're doing is we're buying smaller companies. They have opportunities within them, but you become part of a bigger organization, all of a sudden that starts to open up doors. But if things are dysfunctional and you have a really bad experience your first six months at the company, you're probably not going to either one, stick around for very long or two Go that extra mile to get that recognition to where you can grow your career within that company. We've had several of those within a light that have come in here and gone on within a light to do even bigger things than what they were doing. That makes me happy to see that kind of thing.

I like that one a lot. So I have the people part. Making sure you got retention and overall good employee experience. If not, you'll hear about it. And then the model, going back to revisiting that model and seeing how well you executed on your anticipated value, drivers of the deal and seeing growth of people.

That's right. Some of those are easier to see than others. But you get a good feel of it, you get a sense of it. Not exactly 100% quantifiable, but you know, when you've done a bad integration, pretty easy to tell that short of that, then you can start to notice some of these other things and say that actually went well. That was worked out well for both companies.

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

This was before the days of RWI reps and warranty insurance, where it was. Side note, it's now customary that reps and warranty insurance is bought by the buyer. That takes away a lot of the negotiation in the contract for that specific area of the contract. And you're repping that you actually own 100% of this company. That kind of stuff. This wasn't something that I specifically worked on, but this was more indirect through a friend. But they bought a company, it was like a founder owned one and they bought it and ultimately later on found out that the person who sold it didn't actually own the rights to it. It was his ex wife who owned it. And that's before there was, you know, reps and warranty insurance where you could just go collect from the insurer. So then technically what that means is that the acquirer. And this was months after the acquisition had closed and money had transacted and all that. So basically it was not his company to get to sell and he sold it anyway. The acquiring company basically paid out all this money, which for essentially nothing. They didn't have the rights to own the company and that kind of thing. So that is. That is something. Yeah, there. There apparently wasn't a rep for that. And that's why it's critical to get that rep that you. Yeah, I actually do fully own this company and I have the right to sell it and it's mine and it doesn't belong to anybody else and that kind of a thing. So yeah, that's a pretty extreme example of one of those. But it wasn't a deal that I worked on, fortunately. But after I heard that story told, I looked it up and it's actually more common than you would think that things like that happen. Not always to that degree of extremity, but it happens enough where in a divorce, stuff gets split up and sometimes companies get split up too.

That's crazy.

That's a good one. Yeah, that. That's one where I don't know how you go back on that one.

Make sure there's a rep and that they, the right parties own what they say they own.

Yeah, you make sure going forward in your future spas that you get that rep.

Right. Brett, this has been great. Thank you so much for taking the time and helping me become a better M and A scientist.

Yeah, no problem, Keyson. Thanks for including me and happy to talk to you whenever, Keon. So really appreciate our time here.

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