Managing Communication Workstream

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I'm Kisam Patel and you're listening to M and A Science, where we talk with deal professionals and learn valuable lessons from their experience. This podcast focuses on stories, strategies and what actually happened during M and A deals. Welcome to M and A Science Live, where leading M and A practitioner share lessons learned from their experience. When you use proven techniques in M and A, more value is created. If you're interested in keeping up with the latest with M and a science, visit mascience.com and subscribe to our newsletter. While you're there, you'll find tons of free resources. Again, that's mascience.com I'm your host Kisan Patel, CEO and founder of M and A Science and Deal Room. Joining me today is Jeff Hennig, Senior Director of Corporate Development at Xilinx. Jeff manages M and A and corporate venture capital. Today we're going to talk about how to put an effective workflow in place to manage M and A communication. Jeff, if you wouldn't mind kicking things off with a little background on your M and A experience.

I've been at Xilinx in this role for almost four years now. Actually, we can talk about the craziness that's happened since I've come back as we get into the discussion, but Xilinx is currently being acquired by amd, which is very interesting to be a part of that process. Before Xilinx I was an investment banker working in the technology space and before that I was actually at Xilinx doing corporate development. So I've been on one side of the table, then I've gone to the banking side, then I've gone back to corporate development, which has been very interesting to just get different perspectives on how people think through deals and definitely has helped me in my career. I am originally an engineer, so I did work at Intel Corporation for a bit before I went to the dark side I finance. But it's been a great sort of career in M and A so far and looking forward to a great discussion today.

I think some of the top M and A practitioners come from engineering background. After doing all These interviews. I think I'm coming to that conclusion.

Jeff definitely helps, especially when you work for a technology company like us and a technology company that is truly a technology company. Very in depth, detailed discussions about silicon process technology and all the different nuances that go into the industry that I plan. So it certainly does help.

There's a lot to manage. Having good processes in place is probably a good thing to have.

Yeah, for sure.

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

I think it really depends on the company you work for and how important M and A is in your strategy. If the company is highly acquisitive or is seeking to be highly acquisitive, you really do need to have a dedicated communications team or individual to help drive on M and a communication site. If it's more ones and twosies, you can probably get by with just pulling in some of the comms team as you do different deals. But what I found in my career is having repeatable M and A and having those lessons learned that you get and implementing them into your next deal. Those are all things people learn. So much as you do these transactions and as you know, every transaction is different. So having a dedicated comps version gives you essentially one single source of truth that you can continue to use going forward and forward for all these deals. And it just helps make your life a lot easier. Whereas if you're obviously not being as acquisitive, you can probably get away with a part time resource in the existing communications team.

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

Absolutely. You want to build out those processes. You want to be continuing to make deals efficient and effective. When you're executing and having a communications process that's built out, that has an owner who's well versed with what to do, when to do, who to go off and talk to, a deal lead perspective. It's a lot easier when you can hand that off or you can get support from somebody that knows what to do versus if you're captaining a deal and you've got to educate communications team on and you got to drive that additional work stream. It can be challenging. So definitely if you're being more acquisitive, it pays the bills and it helps out a lot to have probably one or two dedicated comms people.

So when should you start planning for communication?

Yeah, I'd say early. What I found is M and A is at times it's just you're running with your hair on fire. Like you're just running around. There's always stuff going on. And how we do it at Xilinx is when we're looking to submit an offer and we're at the stage of preliminary approval, we do have a view on high level. What does the communications strategy look like? Are we going to announce this? Obviously there are certain sizes of deals that you have to announce and you have to stay within the SEC requirements there. But if it's a smaller deal, do we want to announce it? How do we want to approach in terms of internal communication with our employees, with their employees? You start that very early because that gives you a sense of who's got to be involved in the process going forward. And if you do get to the point where you are moving past the LOI phase, you have a deal and you're doing diligence, you're working with the target and maybe the target's advisors to get diligence completed and get a contract together, there's a lot of stuff going on. Communications can take a backseat for a lot of these things when there's real diligence problems or agreement, legal contract issues that are going on during that time. So it's good to have expectations set early and alignment early. So that'd be my recommendation.

One of the interesting things you mentioned was to announce or not to announce. Can you give me a little bit of the timeline and when you start getting some of these considerations, how does that unfold and what does that look like before you really get into the details of building a plan? Because it sounds like it's pretty early. But I'm just curious if it's just an idea you're kicking around or is there some outline developing, what does that.

Look like if we're buying a public company or there's a public company involved, then you have to be transparent, you know, at that point in time. At a high level, what are some of the main communications deliverables? You have to do a press release, you have to do an AK filing. There's things that you're going to have to have way to communicate with the sell side researchers on Wall Street. You're going to have to have a way to maybe talk to the press, to employees at both companies. Like that's kind of laid out for you. That's something that you start very early. So when you're getting to the point where you have a handshake on the contract for a public deal, you're starting on the communications process very early. A lot of times for Bigger public deals, you may actually just loop in firm to help you. So you may have your own internal cons team be working with sort of a third party communications advisor on the deal. When you take away the public aspect of transactions, that's where you have a bit of flexibility. Again, it depends on the materiality and size of the transaction. But if it's a small aqua hire tuck in, you could be just throwing around do we or do we not announce? But you have to have a sense of that very, very early and you have to game out what are the key deliverables associated with that. If we decide to do a small announcement for a small tuck in deal we're doing, or if we don't do an announcement, what are the ramifications of that? Are there existing customers that they have today that are going to be just blindsided by this whole thing? How do we communicate with them if we don't make it public? I would say at a high level you're looking at the process very early and you're identifying what are the deliverables and who is the audience for each of these deliverables. But the real work around moving that forward doesn't really start until after you have a handshake, clearly, because you're not putting pen on paper until you actually have a bit more certainty around the deal.

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

On maybe the sponsor for the transaction. And really the rationale. If it's a deal that maybe fits into a piece of your strategy that you're really trying to emphasize to the public or to the street, it may actually make sense to announce, even if it's a smaller deal, just to show that you're building out this capability. And that's something that I've seen done in the past. The other thing is I go back to what's the scale of the business you're acquiring and do they have real customers? Do they have real suppliers? How many employees do they have? You have to take all that into consideration because if you're not announcing, how's the communication? If they do have customers, how's that working? Are you having to go and cold call all those customers directly? And to say that you're the owner of this company going forward And I think sometimes it's just easier to do it from a public standpoint, if there's a certain scale to the business that you're acquiring, because it just makes it easier. You can get your messaging out. You can point people to the press release, right, like, hey, Acme Co. Which is the main customer, we're acquiring this company. But point you to the press release on more details. It just can simplify things. But certainly something to consider when you're looking at to announce or not to announce.

So when we see these announcements, the one thing everybody wants to know is the price, the multiplier. The thing we don't want to see is undisclosed. So what are the reasons for disclosing versus not disclosing those terms?

One is you may have to disclose it based on the threshold. So it's a sizable deal. And every company is different in terms of how they view like materiality and whatnot. Their auditors will play into that a lot of times. But you'll have to announce it. Obviously, if you get above a certain threshold, you have to go through that. The other thing to consider with announcing, actually giving the value of the deal is also, okay, well, are employees going to find out, is there a reason why we're hiding this from employees? Are we going to have to file this sometime later in the financial statement? And it's going to be a number that employees will go off and figure out, is word going to leak out there? Not enough tightness of lips on the stuff where it's going to leak out to the employees. So I think you have to consider that as well. And a lot of times for these private deals, keys on, they just don't get announced. If they do get announced, then they don't actually have the financial metrics. And I think a lot of it is when you include the financial metrics around it, you're going to get a lot more questions from various parties on like, okay, well, why'd you pay that? Do the investors get a return? It just gets into a whole weed and slew of things. And if you're trying to message, hey, we bought this company, we own them now. This is really important to our strategy. Sometimes you don't want the focus to be on how much you paid and you want it to be on. This is really helpful for our strategy. This strategy is really important to helping us grow. But hey, we don't need to talk about financial merits of this deal as it pertains to the purchase price.

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

I think it depends on the value. Again, there's been deals that I've been on where the founder has certainly wanted the price to be disclosed and we haven't disclosed it, and then vice versa, where we've maybe been more open to talking about the value. But obviously, when it comes down to communicating anything publicly, you have to get approval from the target as well and make sure that they're comfortable with it. That's very important. But for these private company deals, the buyer really owns the messaging. But you obviously don't want it to surprise the target company management and employees with messaging that hasn't been necessarily reviewed by them as well.

What are key considerations in building your communication strategy?

One is just again, the deal type. What's the size of the deal? How does this fit into your strategy? What do you want to be conveying, or what is the appropriate audience that you want to be messaging to? So consider considerations also could be, okay, well, what's going on in terms of how are we going to communicate to our own employees? What is the message that we're going to say internally? How are we going to communicate to target company employees? How is the target company management team going to maybe message this to their employees as well? Right. We want to make sure that we at least have some insight or input to that messaging. Because if the target management is like, everybody's going to have jobs and sunshine and roses and then we come in and there's a reduction in force, that's not going to be really well received. We're not aligned. So you have to make sure that you're looking into how it's being communicated to the target base, not only from us, but from the target's management team as well. I think really just the audiences that you're looking at, what are the reactions or possible reactions to them? What exactly do you want to get out of messaging? This either to internal employees or to a public audience? Do you want to be looking to take interviews with different industry analysts as part of this to try and maybe include this as part of a announcement for a product? So that's where you're doing a deal and you've got a particular timing for the transaction, but you should look at what else is going on that the company is doing close to announce, or do we have an earnings call? Do we want to tie that announcement to an earnings call? Because that makes it a lot easier versus having like a, an earnings call and you can't mention anything and then four or five days later you announce a larger transaction that sometimes can be read the wrong way, can create a lot of volatility. If we're launching a new product or there's a new strategy that we're announcing, do we want to tie a deal into that? And can we time the communications content announcement to align with that maybe broader company announcement? Those are other things to consider. So it's not necessarily who you're messaging to and what are you messaging, but does this need to be aligned with other corporate messaging that could be coming down the line around the same time?

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

It does. You get into the weeds with diligence. Certainly. And diligence can change sometimes your deal thesis. Right. Like you can change your oh, we actually think we want to shut down the product. We just want to have it as an internal offering that we give the customers. We were going to kill the brand. We're not going to sell it like the go to market is going to go away. Could be vice versa. We want to. We actually think there's real value here. We can sell this. And that kind of changes from maybe the deal thesis that you had in mind. So that definitely changes your communication plan. Maybe it changes it on a standpoint of what you're publicly messaging as a press release, but it certainly changed how you're going to customers and maybe how you're going to suppliers on what does that position means for them. You're going to find out a lot more information in DD that should be fed into your communications plan and certainly key messages and everything else that you're trying to make sure get read out as part of any announcement may also change based on the go forward basis of the transaction. Things that you find in diligence that could impact other merits of the deal. So a lot of stuff can can change for anything and any process.

As part of dd, it's interesting, I like how you brought up the point about what are the reactions that you're trying to get and essentially tying that into the strategy. But it even sounds like as you go through diligence and if there are things that change your strategy that becomes material to changes in your comm plan as well.

Absolutely. Identification of the stakeholders early on and going into a handshake like how are we going to communicate with each of these stakeholders? What's our plan with customers? What's our plan with suppliers? What's our plan with internal Employees and target company employees. What's the plan on external messaging with the analysts? And then as you move through diligence, do those key messages for each of those audiences change based on what you're doing in terms of the business model going forward or other findings that you've gotten during dd? Certainly all feeds back.

Can we take apart some of the pieces? Cause you mentioned external audiences and then internal. I think a lot of us are familiar with internal. You got employees, vendors, et cetera. But can we break those down a little bit? When you say external, I'm thinking of the press release. But is there anything else external?

So there's the actual messaging itself in the form of a press release, as you mentioned, or it's like also the audience. So external could be a press release which is usually posted on the buyer's website, could be also mimicked on the seller's website as well that they could issue in parallel with the announcement. I think external also includes are we going to be taking calls with different folks from the street as part of this? Are we going to be getting on like for instance, like I think with the AMD deal, I believe Lisa sue was on Jim Cramer, Mad Money. You know, you may get solicitations depending on the size of the deal. Are we going to take those, Are we willing to go and take interviews publicly and talk about this or talk with our research analysts or industry analysts on what this is. So it's not necessarily what's getting posted as the form of a press release, but it could also be other events publicly that you're messaging the merits of the deal and communicating it. So those all have to be aligned and figured out well in advance. So that's really on the external side. On the internal side, you've got employees, you've got target company employees. There's obviously different ways to approach that, but certainly for a bigger transaction, company wide email, sometimes you'll have individuals, business unit leads or functional leads messaging this in their own way to their own teams. But usually there's company, all hands, town halls, et cetera. That along with that as well. And on the target side. And then I would group like customer and supplier communication. It's not really external because it's usually it's a, under the cone of silence within like an NDA. So you're kind of talking to them as a supplier, customer, customer, supplier relationship. But those certainly have to be flushed out as well. Do we need to have our CEO call our main customer as part of this transaction or our main supplier and actually have a longer conversation about what this means for them. And then what is the breakoff where to CEO level dialogue versus a head of sales or head of operations calling those key accounts and then where do you filter that down the chain in terms of the individual account managers? It's just getting an email that says, hey, here's what's happening, here's why we're excited about it, here's where you can find more information. So you have to break the numerous customer and supplier relationships down and figure out the appropriate messaging for each tier.

So we got a lot of pieces on the external stuff. It's interesting how it starts off with the press release, but then it goes in through the whole PR aspects of working with some of the external publications and then with the internal. I want to get an understanding of like where you sit in this as corporate development. Because if we got a comm team or a resource, I'm assuming they're working on some templates for the general email communication. Here's a theme for those town hall meetings. Here's just at least some of that extending from maybe that or messaging that you're developing early on and obviously we get the CEO on a teleprompter making a video or something. Where does Corp Dev sit into all this and what do you actually do?

A lot of times I think Corp dev is project managing this at a, at a high level. Again, I think it depends on if you have a dedicated M and A communications team internally. If you're very acquisitive like Cisco or something like that, you probably have a team that does this just daily and they, they know what to do. Corpges involvement with that might be more around making sure that that team's aware of changes to the transaction, keeping them abreast of anything and obviously reviewing materials as needed to make sure that they're signing off and checking the box on their own messaging because they're closest to the deal. Right. So as a Corp dev individual, you're going to be in all these different work streams that sort of move a transaction along and your goal is to make sure that you're capturing facets of that and making sure you've got all your different hats that you're wearing in the meetings that can feed back to communications. So okay, if we're, oh, I just got off the phone with employment law and this and we maybe can't move as quickly in this geography to extract synergies, so we need to rethink the internal messaging there and how we're going to do that or there's been a regulatory process is likely going to be something that's going to take longer. So we want to make sure that this gets messaged into the press release. So I would say that your team members for larger deals, if you have a well established M and A comms effort, a lot of those deliverables are probably getting first and second passes by like the folks in pr, internal communications, sales and marketing. But you're filling in some of the holes like, hey, we need to make sure we mention this or that and that's included. So certainly providing meaningful input as it pertains to the deal itself for those deliverables is important. We don't have a dedicated effort here. I think our communications team is great and they've worked on a number of transactions. They've helped us tremendously. It's gotten a lot better over the years versus where it was, but I get the sense for my role. It's more project management, drafting documents at times, drafting Q and a, drafting the FAQs, putting pen on paper a lot of times for communication. And I think a lot of folks that are similar roles that maybe companies don't have aren't acquiring a new company every week or every couple weeks fit into that as well, where you've got a group of folks that can really help you on the communication side. But it's not like all the drafts are coming to you. You're having to get into the weeds and draft a number of the documents or at least assist in drafting in a number of the documents.

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

Meaningful input depending on sort of the level of your M and A comms team and how built out that is. But it can definitely be pretty demanding, deliverable as part of a transaction. And that's why starting this earlier and aligning with what do we want to message, who do we want to message it to, what are the key deliverables and what's the key messaging behind the transaction. You can weave that into all the comms documents that are required. And getting that done early helps because as you get closer to signing, it's just going to be more and more stuff that shows up that you're going to just be going off and trying to chase down and figure out. For larger deals, the deliverable date for communications is signing. When you sign, you've got a couple business days to announce, so you've got to have that stuff ready to go. For smaller deals, maybe you wait until close, but there's still a lot of stuff going on and comms can sometimes take the backseat. And then you're two weeks before you got a deal inked. You're like scrambling to get all this stuff together and then all the functionality that you work with are pissed off at you because you're throwing a bunch of work last minute at them. So it's just good practice to start this early and get aligned early on the content and expectations.

Let's get into the meat of this. What are things to watch out for in your communication plan?

In terms of the plan, it's good to have a committee established in terms of who's going to review all this stuff. So we typically have a communication steering committee. So what we'll have is our head of corporate communications or corporate marketing will be involved in that, will have the executive sponsor for the transaction on that group, that panel, you'll have corporate development and then you'll have a legal representative as well. Because legal has to review every single one of these documents for the most part. So you've got to make sure you check in the box there. This group is going to be reviewing pretty much all the deliverables that are going to go out the door when you announce. So you can think of it as there's a huge document that's like the communications master package that has emails to the board, emails to the leadership team, emails to buy side company, the selling company, external messaging, customer supplier messaging, all that stuff's in one big document. And then there's a big section on like Q and A. So this group is their job is to review that and provide inputs and sign off on it before you have this thing go live. So you want to make sure that how you're working and how you're getting this process together includes a few of these reviews in advance. You don't want it to surprise all these heads maybe a week before a deal gets done with like ah, here's a 60 page document that's worked on for weeks and here you go. So you got to stage these reviews in, but make sure you're getting meaningful input because as you know, once it goes public, the baby's born so you can't get that back. So it's good to have that team acting as a committee to review and apply and approve these documents. But the things to look out for show it just timing and making sure that you're getting appropriate sign off. So for us we've got the committee but also looking at timing for a deal. Well, do you Want to announce when you have a contract signed or do you want to wait until close and what are sort of the puts and takes of that? You have to really decide on that pretty early because for instance, some deals may take a while to close because of different closing conditions that need time to be met. One in particular would be if any sort of government approval is needed for the deal. That could delay things pretty substantially. If you want to do an announcement at close, but then you find out throughout the deal process that hey, I think regulatory is going to be a lot longer. You probably got to shift your communication strategy to be at an outspeed because you're going to have employees that are going to want to know what's going on between the sign and close period. And if it's not a two or three week period and it ends up being six months, you want to make sure that you're communicating with those employees so they don't go and look at other jobs or stuff is still getting done. So you have to make sure that you're looking out for big items that could sort of bust the process around signing or closing and the delay between the two. The other thing to look out for, as I mentioned previously, is are there any big events up and coming? The company is going to be announcing something publicly. An earnings call is a very typical one to add in an acquisition announcement into. We have a developer forum that we do that's a very big public event and we have like new product announcements and we talk about our advances in software. Would we want to have an acquisition announcement during Victor Pang's keynote? During our CEOs keynote during that event like that would be another thing. So being able to time that to or tie that into a company event and other things. So it's really more looking ahead about what are things that are going to impact when we actually can go to market with the announcement.

I always find it interesting the whole aspect of being a public company because you have the nature of Wall street to deal with. And I'm not convinced Wall street understands M and A. So they sort of this is great and all of a sudden it's a positive thing or this is bad and it's throwing prices down. I'm curious if there's anything around that where you're mindful of that you don't rub the public or Wall street the wrong way.

It's really tough to know what's going to happen when you announce a transaction. And I've had many late nights in investment banking where we're Hypothesizing what happens when you put these two companies together and what's the expected stock price reaction and the implied value creation on doing the deal, which you always want to see as a financial advisor to give credit. But yeah, it creates a lot of complexity. This maybe comes back to how you're talking to the street just in due course, if you want to be acquisitive, being open on that I think is really important because then when you do announce transactions, a string of deals, the street at least knows that, okay, M and A is a part of the strategy. We get it. They're not being surprised. If you're not an acquisitive company and you go off and announce some larger transaction. Yeah, there's probably going to be some trepidation by the Street. How's this going to look? You guys haven't been acquisitive historically. It's a big deal. I think you have to game out. What's the pulse on M and A at your company viewed by the Street. Take that into consideration when you're considering a larger dealer being more acquisitive.

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

I think it's important to not surprise Wall street in general. They could have their own assumptions on strategy. Doesn't really need M and A. But if you're doing the deals that, that you. Then this comes back to messaging. Right. If you can message accordingly why this deal ties into your strategy. Even if you've got some detractors on the use of M and A from a strategic lens, if you can sell them on the messaging and show that, then I think there's ways to obviously maybe have some convincing. Typically for these deals we'll have a very large Q and A section and within that section we have a breakdown. So you'll have sort of general questions that your neighbor could ask you. Obviously there's limits to what you could say as it pertains to confidentiality. But okay, tell me, why are you guys buying this company or why did you sell? What's the strategic or the industrial logic? So general questions then you have a category for employees. Our employees also target company employees. Those could be very detailed questions on how do I get paid, when does that happen? When is this going to close, Is my job secure? Stuff like that. But I guess long winded way of saying we do have a call out for investors in the investor community. You want to make sure, that's really bulletproof as you think of reaction from the street as it relates to a larger announcement or an announcement on an acquisition.

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

It's really more making sure that you as a buyer understand that there's a lot of uncertainty when it comes down to M and A and that the employees are going to feel nothing's going to get done the day of announcement, nothing's going to get done and frankly it may be a couple weeks before things really return back to normal. So messaging and trying to be open, transparent, being very upfront on why you're excited about the transaction, what it means for them, at least what you can share at the moment. Not every deal is going to be like we know exactly who's going to stay and who's going to go. But having at least some level of messaging the employees on the status quo for the time being, this is incredibly important for this element of our business. And this is the growth driver. And you guys are going to be working on all the stuff you're doing now and just part of a bigger company. So I think it's really thinking employee first. When you look at the target company and the management team is going to be so well versed in the deal, it's not solving for them, it's solving for the mid level manager that is getting surprised on like a Monday morning that their company is being acquired.

Yeah, I think that's probably one of the biggest components it would be a concern is creating the uncertainty for the employees that you're acquiring and having them in uncertain state. Throughout this we cover some good stuff. We talked about the steering co for communication and organizing that what goes into it. We talked about the timing of the deal, the public perception and the target company as well. Are there any other common challenges that you encounter?

I think it's a bit of cat herding as you think about communications. There's also getting all the documents reviewing. We got the steering committee. You don't want this to turn into a jam job where everybody's scrambling to do something last minute. But I'd say the other common challenge with communications is really the shot clock. So think about it as you have a timeline on when things go out. So you have like literally to the minutes, when is an email being sent or when is a AK being filed. That can be challenging. In particular when the company you're acquiring has sites that are all over the world. How is this going to work? If you're announcing a pre market eastern standard, like how is that going to work for the folks that are maybe like finishing their day in Beijing? You have to really make sure that timing and what goes out when and what does that look like across the main sites in terms of their hours of the day. That's got to be well understood. The other thing is who's pressing the send button or who's hitting submit, Are they going to be available during that time? The shot clock I would say is like a really detailed look, maybe overly detailed, but probably needed. You don't want to mess something up. But it's a very just sort of line by line view of what goes out when, who's in charge of it and if there's any like WebEx meetings or Zoom calls that happen as part of that, when are they getting scheduled, who's going to be attending, what are the topics, the focus areas for those meetings? So having that all lined out is something that's included in this communications plan and that takes a lot of time because you're dealing maybe with multiple different sites. You're making sure that the messaging aligns chronologically, that you're getting it all right. So that's another thing to just consider as you put together all the deliverables. When do these actually go out? What's the order of operations there?

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

Well, I'm sure my illustrative colleague Dan Mengy would say that he would take credit for this entire communications plan. They definitely help out a lot. I mean it's a two in the box. I would say for part of the deal we definitely as it relates to more maintaining the business communications supplier communication to extent, employee communication and the integration teams heavily involved how that all is intertwined into the message and intertwined into those particular deliverables. So they are involved. I would say that maybe less so on Wall street messaging and the actual press release itself. That tends to be more deal team focus with pr. But yeah, anything related to the go forward business, the integration teams involved in helping manage communication of that as well.

When do they get involved?

They obviously step up in diligence as part of planning for integration, doing some of the, maybe some of the operational DD work as well. So they're involved as you're getting the deliverables created and crafted and they're opining and providing inputs there. So definite involvement. That's a good thing to catch. You want your integration teams to be lockstep with you on on the messaging.

Cool. I got some fun Q and A questions here. This public company announcement, where you go from announced to close, what's like happening in between? Because I always thought that's a really interesting period of from when you announced to close. I'm kind of curious if there's some crazy stuff you've seen happening there in response to that.

It's a good question. A lot of the communication, again we're getting acquired by AMD that was announced back in October. We are in the post sign pre close period. So I can speak to a little bit of that just from experience beyond just this one deal. I think a lot of the communications is grouped into the first week after you announce like for a bigger deal. So you get all the town hall meetings, you get maybe a couple webexs with the acquiring company CEO talking about how the deal and the rationale. But then communication goes dark in terms of like employee wide communication. It goes dark from their side. You as the seller. We have sort of our own communications team that's got like a intranet website for our employees that talks about the deal that they can ask questions about their sort of periodic updates on like how things are progressing towards integration and closing process. So there's like a website that we go to internally and I've seen with other deals as well that provide some FAQs on what's going on. And I think you'll do occasional quarterly meetings where maybe the CEO of the acquiring company or some senior exec from the acquiring company kind of step in and talk about how things are going. But there's not a lot of like I would say just in terms of the overall scope of comms. There's a big bubble that first week and it's still there between sign in and close, but it's much more muted. Not as in your face obviously as when the announcement happens.

People tend to forget about till the next update comes up or kind of.

Yeah, I mean there's stuff available, resources available, but it's kind of status quo. Things go back to normal for a while.

From my experience, what's it like going from being an acquirer to become an inquiry?

It's good. I was just thinking about this the other day. I've done buy side, sell side deals in investment banking. I've done a lot of buy side deals in the corporate environment. But I haven't been in house when we're getting acquired. So it's actually been really unique in my opinion. That'll help me drive and think of employee communications and M and A communications differently going forward because I've had a seat on the other side of the table, so to speak. It's been very helpful and it's a process, but certainly something that's provided some meaningful moments where I can use in my career going forward on how do I think about this, doing deals in the future and what's going through this employee's mind because now I can say I've been there.

So you're nicer about answering diligence requests.

Exactly.

Peter's got an interesting question. Would be interesting to hear your thoughts on Premier League owners who acquired football soccer clubs and decided to break away without consulting the fans. A fierce backlash occurred and now the fans want the owners out.

That is a really good question. I'm wondering if this is like somebody from my team that's siling in asking me this question right now. Personally, I think that it's great that they're listening to their fans. I guess the Green Bay packers have shareholders that are fans. I'm not sure if that's entirely how it works in the EPL and over in the eu, but yeah, I think it's great that they're listening to their fans and reacting on that. Certainly that might be a business school case study somewhere on making a bold move for better economics, but maybe messaging it inappropriately or maybe not soliciting your fan base on if that's something that they'd be willing to support in the future. But yeah, it's probably a case study in the making, frankly.

Yeah, that's a tough one. It's interesting, really interesting on what's happening in that example. In your experience, what is the third rail of communications? What should be avoided or handed in a more sensitive way?

I would say anything employee related. Just you need to like triple, quadruple check. You don't want to mess that up. You misinterpret something. If you're talking to you're an account manager, you're talking to a customer. Maybe you misstate something, you can go and call them back and fix it. But employee communication as it pertains to M and A is just so important. That is something not necessarily you want to avoid. It's just something that don't step on a miscommunication that can come back and really haunt you. I'll give an example so sometimes selling management teams will set expectations on the financial merits of the deal and what's expected and whatnot, the timing of payments and maybe those don't always work out, but the way it was delivered to employees was, this money is yours. You're going to see it in the future. Maybe it's like an earn out. That's something that has to be earned and by definition may not be paid out. But if it's messaged like, oh, this is all money that we're going to see over the next three years and you're going to get it if it doesn't happen, how do you talk to the employees about that when literally from day one their expectation was they're going to get paid. So that's really important. I think again, double check, triple check the employee messaging.

It sounds like transparency is a bit of a theme on this. Is it good to be transparent all the time? Is there areas you don't want to be transparent or is that a big variable too?

I think you want to be transparent, but you also don't want to be overly transparent if you haven't necessarily made up your mind or come to a conclusion on something as it pertains to the operating structure of a company. If you buy a company and it's like reporting structure is going to stay where it is right now. But maybe you as a buyer have an idea of post integration when you break things up functionally, what it's going to look like. But you don't want to get into those details at the moment. So transparency around. We're still considering what the organizational structure looks like in the future and we'll be working with you over the coming months to nail that down. You're not lying, but you may have a view of what that really looks like, but given that it's not definitive, you don't necessarily need to message that. So being as transparent as you can, I think is really helpful.

That's good. Any other advice for practitioners, say working on their first deal, do's and don'ts or anything around that?

That's a broad question because there's a lot of things I would just say try and if possible, if it's your first deal, you're going to need functional owners to help you. This is just not even communications related. It's across doing M and A. You're going to need legal, you're going to need the business team where this is for you. They need the R and D organization, communications, marketing. You can't answer a lot of these Questions yourself or you maybe don't have the experience to necessarily make a decision on some of these. So you're going to have to go and get their advice and opinion. You may have to bug them, give them a heads up of like, I need you involved in this. You're on the deal. This is a team effort. And make sure that it's understood in advance that their input's going to be. I mean their input's always needed, but if you're doing it for the first time, I think just setting expectations with them early on, hey, I'm going to need some guidance from you on how do we approach this. That's I think it's really important. Truly a team effort for M and A. It's not just the corp dev guys doing stuff. It's absolutely team effort.

The functions evolve, make it collaborative. What's the craziest thing you've seen in M and A?

I'd say there's two things. One is a firsthand example and one is maybe a third hand example. I think the firsthand was just we bought a. This is all public, but we bought a Chinese company in 2018. It's an AI company in China, in Beijing. Likely not a possibility right now. If you think about just the regulatory environment between the US and China, there's a lot of trepidation, there's a lot of jockeying the role and what we had to do in terms of approaching the regulatory process, gaming out all the options, some of the curveballs that got thrown as part of that. If my team's listening, like getting on a plane to Beijing and then landing and seeing a message being like, hey, we've got a delay signing by another week because we couldn't, like you were expecting to be over there for signing and preliminary communication for the announcement and that gets pushed out like another two weeks. So you're in Beijing for 36 hours, 48 hours, what are you going to do? Negotiations over WeChat being in China like nine times in five or six months. I just think it was a deal where we needed lawyers, guns, figuratively speaking, guns and money to get it done. And it was just very crazy. Just given that part of the world and the likelihood that those types of deals aren't really possible now. That was just quite an experience. And third hand, I think the craziest thing I've seen in M and A is Trump blocking the hostile takeover of Qualcomm by Broadcom. I think that was just on. I've been in the semiconductor industry my entire career. I was an engineer in the industry. I was an investment banker in the industry. I'm obviously on the MA side in house at a big semiconductor company now. It just blew my mind that you'd have an executive order for something like that. So probably the two things.

Those are great examples. They are both pretty extreme and M and A and are crazy.

Yeah. Sign of the times, right? Yeah.

Hey Jeff, thank you so much for your time. I appreciate you sharing your insights with me. Look forward to the next conversation.

Thanks Keyson. Appreciate it.

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