Integration Management Office Tools
Tool Page
Day 1 Communication Plan 2
Communication Planning Template 5
Cross Project Coordination Template 9
Integration FAQ 11
Issue Escalation Template 13
Integration Scorecard Tool 15
Post Integration Survey 17
A Primer on Governance 19
Quick Wins Tool 21
Risk Management Template 22
Sample Welcome Letter 24
IMO Best Practices 27
Facility Data Sheet 30
Action Items 31
Lane Reporting Template 33
Project Close-out and Lessons Learned 35
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Day 1 Communication Plan Description of Tool: Day 1 post close is typically a very frenetic, fast-paced day. Because of the nature of the transaction stakeholders across the value chain are very concerned about how the deal will affect the status quo. Refer to the Frequently Asked Questions (FAQ) and Stakeholder Assessment tool when developing your day 1 communications plan. When It Is Most Likely To Be Used: The day 1 communication plan is the number one priority to address during first day post close. Steps: 1. The change management or lntegration Team is often responsible for organizational
communications. Contact a sample of line executives from each organization to identify key issues of concern or information required for each stakeholder group. You should address the following: • Message for each key stakeholder group • Communication channels • Assignment of responsibility
2. Break down the communication plan by stakeholder group. 3. Put tasks into chronological order. Some groups prefer to work backwards. 4. Examine the relationships between tasks, especially immediate predecessors. 5. Specify who is responsible for each task and activity. 6. identify the resources. 7. identify key messages. 8. Document all assumptions and concerns. 9. Determine when the messages should be delivered. 10. Specify the delivery method.
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Day 1 Communication Plan Completed Example
Stakeholders Priority (H,M.L) Concerns Key
Messages
Communication Vehicles
(memos, video, etc.)
Resp Timing
Suppliers M Status of contracts, payments, other commitments
All current contracts remain in force and will be honored. No interruption in invoicing or bill paying process. All valid outstanding invoices will be paid timely.
E-mail memo VP Sales; VP Supply Chain / Procurement
Within first week
Managers H Implications of merger for each person’s position, pay, and reporting relationship. Longer term implications for the business.
No changes in existing organization, all current management positions are unchanged. Merger is good for the business and will stimulate growth, but there is work to do to integrate with new entity. Function/ department specific message as determined by responsible Executive Committee member. Key message point to be delivered to employees in groups and reinforced in individual discussions.
E-mail memo from CEO and management meetings
CEO; Division and function heads; VP HR and VP Comms are functionally responsible for content and planning
First day
Employees H Implications of merger for each person’s position, pay and reporting relationship. Longer term implications for the business.
No changes in existing organization, all current staff positions are unchanged. Comp and benefits plans unchanged. Merger is good for the business and will stimulate growth. Managers deliver department specific messages and are able to answer any questions.
E-mail memo from CEO; department meetings with manager; presentations and Q&A; postings on employee portal
Division and department heads
Later first day; second day
Union reps M Implications of merger for contract, jobs and definition of bargaining units
Current contract and workforce requirements are unchanged. No change in current bargaining unit definition.
Meeting with VP HR and/or Director of Labor Relations
VP HR; Director of Labor Relations
Within first two days
Media L Is there a story here?
Merger is a major positive step for both companies and significantly strengthens market capability, growth prospects and enterprise value. No layoffs planned, employees will likely benefit over the longer term.
Press release and media briefings by CEO, VP Comms
VP Comms Within first three days
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Day 1 Communication Plan Completed Example (continued)
Stakeholders Priority (H,M.L) Concerns Key
Messages
Communication Vehicles
(memos, video, etc.)
Resp Timing
Shareholders H What are the implications for the share price – now and in the future?
Merger is a major positive step for both companies and significantly strengthens market capability, growth prospects and enterprise value. Provide financial specifics of the merged entity, and economic rationale for the combination. Price paid for the acquired entity was highly competitive and not dilutive to the business/ share value.
Posting on company website and letters to shareholders
VP Comms and VP Investor Relations
End of first day
Regulators / Government entities
M Update company registration, information, contacts
Updated company registration, information, contacts
E-mail memos followed by formal written (hard copy) communications on appropriate forms
General Counsel
As per legal require-ments
Channel Partners
M Are our agreements / SLAs affected? What are the business / marketing changes?
All agreements / SLAs remain in place and will be fully honored. Merger enhances combined company’s market position and will stimulate further growth.
E-mails and meetings with channel partners
VP Marketing End of first week
Customers H What are the implications for product and service delivery and pricing, now and in the future?
Merger will strengthen company and add to its capability to deliver top products and services at competitive prices, creating industry leading value for customers.
E-mails and meetings with BtB customers; email blasts and website postings with Q&A for retail customers
VP Marketing; VP Sales; and VP Comms
End of first day with key BtB customers end of first week with others
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Communication Planning Template Description of tool: A communication plan is a structured planning tool for communicating top down, across the organization, and bottom up. The latter is very important because it can be used to gauge understanding, communication effectiveness, and message receptivity of each audience. Listed below are the common purposes of communications:
• Information dissemination • Data gathering • Evaluating effectiveness of communications • Idea generation • Shaping behaviors • Mobilizing stakeholders • Dispelling rumors or inaccurate information
It is critical to tightly link the communication learning into other related project activities such as stakeholder analysis/engagement, risk management, and overall integration management. When it is most likely to be used: This tool is typically first used at the end of due diligence and is updated throughout the deal lifecycle. Steps:
1. The first step in developing a communication plan is to complete a stakeholder assessment. This entails identifying all internal/external stakeholders who are either affected by the deal and/or whose support is needed to make it a success. This should include both internal (employees) and external (unions, suppliers, customers) stakeholders. Once identified it is sometimes beneficial to prioritize (high, medium or low) each stakeholder group relative to how much they are impacted and the degree to which they impact the success of the deal. The specific actions when creating the plan include:
• Agree on how you will segment stakeholder groups (at an individual or group level). For
example, do you group all of the executive team together or do you segment differently. Generally speaking, the finer the segmentation, the better and more actionable the data.
• Brainstorm the internal and external stakeholders that will be impacted. An example of an internal stakeholder could include nurses and medical techs while examples of external stakeholders could include external suppliers and Wall Street.
• Identify the impacts on each stakeholder group. The more specific, then the more actionable the communication plan will be.
• Complete stakeholder analysis. This entails assessing each stakeholder’s perceived level of commitment, identifying their influence on the success of the initiative, and fully understanding how the deal will impact them individually.
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Communication Planning Template
• Identify stakeholders concerns. Concerns should not be looked upon as a problem or a nuisance. Often stakeholders will identify very valid issues that need to be addressed in order to fully realize the benefits of the merger.
2. Develop actionable messages to optimize commitment levels. Time and effort should be
allocated to actions that foster cascading commitment in the acquired organization.
3. Identify the specific message(s) that need to be sent to each stakeholder group. Communication should progress from broad to specific. The initial communication should lay a conceptual framework of answering what is being done, why, when, and how.
4. Identify which channels to use when communicating with each stakeholder. Take the necessary
time to fully discuss the best communication vehicle for each key message. Some messages are nothing more than a data download and do not require much interaction. Others necessitate dialogue and interaction. Listed below are common communication channels:
• Examples of One-Way Communication Channels E-mails Voice mails Homepage/website Letters/memos Payroll inserts/banners Presentations Posters Videotapes/videoconferencing Newsletters FAQ Surveys
• Examples of Two-Way Communication Channels Town hall meetings One-on-one meetings Brownbag lunches Telephone hotlines E-mails support Department meetings Rumor/communication Czars Focus groups
5. Identify who (line executive, direct supervisor, etc.) is the best person to complete each activity
in the communication plan.
6. Each activity within the communication plan should have a specific timeframe for completion.
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Communication Planning Template
7. Develop feedback mechanisms to solicit input and/or address concerns of key stakeholders. This information should be tightly integrated into the commitment, risk, and project plans. Feedback mechanisms can also be very helpful in assessing the effectiveness of your communications by collecting data on:
• Were the key messages useful? Did they answer the questions or address the concerns of the target stakeholder group?
• Was the communication timely? • Was the communication understandable? Did the target audience understand the
intended message? • Did the target audience believe the communication?
Data concerning communication effectiveness is commonly collected via pulse surveys or focus groups.
Listed below are some general communication guidelines:
• Employ simplicity
Jargon and techno babble should be eliminated • Target communications to each stakeholder group
Focus on areas of concern to each group Think carefully about why you are sending the communication and what you hope to achieve
• Use metaphors, analogies and examples
A verbal picture is worth a thousand words • Use multiple channels Select appropriate channels for the objective of the communications (e.g. if you want to foster
two-way interactions and dialogue don’t only select a town hall meeting) Make sure relevant external announcements are preceded by internal communications
• Be repetitive regarding key messages
Ideas only sink in after they have been heard many times • Lead by example
Make sure your leaders’ behavior is aligned with the messaging Use scripts to ensure message consistency
• Do not send mixed signals
Address concerns/rumors as quickly as possible Acknowledge if you don’t know the answer to something
• Encourage give-and-take
Two-way communication is always more powerful than one-way communication
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Communication Planning Template Blank Communication Plan Template
Stakeholders Priority (H,M.L) Concerns Key
Messages
Communication Vehicles
(memos, video, etc.)
Resp Timing
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Cross Project Coordination Template Description of tool: M&A integration can be conceptualized as a portfolio projects or workstreams that are often inter-dependent and need to be coordinated. This tool can be used to proactively identify the interdependencies and manage the efforts effectively. When it is most likely to be used: This tool may be developed during due diligence or as the overall Integration Manager creates a roadmap that links the efforts of each Lane. Once developed the tool should then be used to manage each lane until close-out. Steps: 1. Confirm interdependencies. This can be accomplished via a meeting of all the Lane Leads or it can
be addressed by developing an overall M&A roadmap that charts the inputs/outputs between the lanes. A critical path can be constructed to ensure the M&A deal is completed on time and within budget.
2. Identify key interdependencies. For the key interdependencies proactively identify how the handoffs will be handled. Handoffs are areas where problems often occur.
3. Develop actions for addressing each interdependency. Specify who is responsible for completing
each action as well as a due date for completion. Example of Completed Template
Interdependent Projects: Human capital planning and talent management Project Managers: Alex Rodriguez and John Doe Date: 01/10/20xx
Description of
Interdependence Actions to Coordinate
Each Project Date Responsibility Notes
The output of human capital is a talent gap analysis. This is an input into talent management.
Develop in parallel and have bi-weekly meetings to ensure the processes are synced chronologically
05/20/20xx Team Leads Make sure all of the process inputs and outputs are aligned.
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Cross Project Coordination Template Example of a Blank Template
Interdependent Projects: Project Managers: Date:
Description of
Interdependence Actions to Coordinate
Each Project Date Responsibility Notes
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Integration FAQ
Description of Tool: This tool is used to identify and prepare for Day 1 post-close communications. lt can be used as an outline to address the common questions stakeholders ask. At the earliest stages of an integration it may be impossible to answer some of the questions stakeholders have. lt is imperative to answer questions in an honest fashion without "sugar coating" responses. lf you don't have the answers to some questions admit it and manage stakeholders’ expectations with regards to when/how certain decisions will be made. Stakeholders must understand the integration process so they perceive the process as objective, not arbitrary or capricious. Steps: 1. Complete a stakeholder assessment using the Stakeholder Assessment and Communication
Template. Once completed develop separate communication plans for Day 1 post close and for the remainder of the integration.
2. Listed below are the most common frequently asked questions. Script answers for each question to
ensure consistency. Remember mixed messages increase resistance and crank up the rumor mill. I. Personal Questions
• Will I have a job? • Will my benefits change? • Who do I report to? • What specifically will change? • What happens to the vacation hours I have accrued and have not used? • What happens to my unused sick or personal pay? • Will I accrue hours for sick or personal pay in the future? How much? • What holidays will be recognized in the new organization? • How will tuition reimbursement be handled, and will the new organization provide this
assistance? • I have flexible spending accounts for dependent care and medical expenses; what will
happen with those, and how do I submit expenses going forward? • When is payday and how often is it? • Will my compensation change? • Will my years of service be recognized in the new organization? • Will there be a retirement plan of some type? Will there be any company match? • What will happen with my existing investment funds? • How will my 401(k) loan be handled? • Will my job title be the same? • When and how do I get pay increases in the new organization? • Who should we contact for questions regarding benefits?
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Integration FAQ
II. Business Questions
• What is the business plan or strategy of the company post close? • What are the goals? • What are the likely impacts of the deal on: Employees Suppliers Local environment Client
• What is the benefit of this deal at an organization and employee level? Why are we doing the deal?
• Will there be layoffs - short and long term? • lf I lose my job what support will the organization provide? • Who will I report to? ls my career ladder the same? Will I have to move? • When and how will I find out about career opportunities? • What training and development are available in the new organization? • I had the opportunity to earn a bonus; what will happen to the bonus? • I had specific bonus objectives to achieve; should I continue to focus on those? • Will the company be doing any other deals? We had a successful, profitable company. Why
was this necessary? • How will this change the products/services offered to our customers? • When will the deal be officially closed? • How should we answer the phones? What company name should we use? • Should we order new business cards/letterhead? When? • Will I still report to the same manager? • What will the new organizational structure look like? • Will I have the same responsibilities as before? • Will I keep my same customers? • How much customer overlap is there between the new companies? • What has been communicated to our customers? • What should I say to my customers? • Will any locations/departments be closed as a result of the merger/acquisition? • How many employees do the two organizations have today, and how many do you
anticipate one year from now?
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Issue Escalation Template
Description of Tool: During the lifecycle of an M&A project, it is very common to identify a handful of issues that need to be elevated to a higher level. Typically an individual with position power needs to make the decision if it goes beyond the decision rights of the project management team. When it is most likely to be used: This tool can be used at any time from the beginning of the M&A deal until close-out. Steps: 1. Make sure you have defined roles and decision rights for each of the Lanes.
2. Develop formal procedures for surfacing and resolving conflict. 3. When issues arise that either cannot be resolved or exceed the decision-making authority of the
project team, complete the template below and forward it to the appropriate person. Completed Example:
Project Name: Organization restructuring Person (or Team Elevating the Issue): Date: 01/10/20xx
Project Problems Needing
Help / Decisions Recommendations
(if any) Approved by Date
Can we outsource non-strategic functionality?
Outsource printing, landscaping, and security
What to do with excess warehouse capacity?
Since the Hartford location is fully owned and not under any lease obligations, sell it, and consolidate operations with Stamford
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Issue Escalation Template
Blank Template:
Project Name: Person (or Team) Elevating the Issue: Date:
Project Problems Needing
Help / Decisions Recommendations
(if any) Approved by Date
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Overall Integration Scorecard Tool
Description of Tool: The overall integration scorecard helps focus the integration efforts. A well-designed integration scorecard will include several categories of metrics such as:
• Financial • Project • Operations • Market/Customer
Steps: 1. The key inputs into creating an integration scorecard are:
The deal drivers Synergies identified during due diligence Any best practices data or benchmarks
2. For each category of metrics, identify specific quantitative targets:
Financial: Degree to which the integration creates economic value. Common targets include revenue growth, profitability increase, improved operating margins, and cost reduction.
Project: Effectiveness of both the IMO and Integration Manager at achieving their defined goals. Common targets include performance to plan/timelines, adherence to governance processes, and communications effectiveness.
Operations: Degree to which the integration rationalizes assets and achieves desired economies of scale. Common targets include cycle time reduction, inventory/purchasing costs reduction, headcount reduction, and asset utilization improvement.
Market/Client: Degree to which the integration enhances market image and increases market share. Common targets include client satisfaction, key customers retention, and market share improvement.
3. Make your integration scorecard an integral part of progress reporting. Develop a variance analysis
process that identifies the source/cause of performance gaps. 4. Link the overall scorecard to each integration team’s scorecard. Tightly align each integration team’s
performance expectations to their individual team’s scorecard.
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Overall Integration Scorecard
As of: 100 Days Post Close ($ in ‘000s)
100 Days 1 Year Actual Plan Actual Plan Financial Synergies Reduce operating costs by $30 million $7,610 $7,500 $ $30,000 Reduce SG&A headcount expenses by $150K $40 $38 $ $150 Total Financial Synergies $7,650 $7,538 $ $30,150 Operational Synergies Decrease Inventory by $150 million $40,050 $40,000 $ $150,000 Reduce headcount by 100 FTE $825 $900 $ $8,000 Total Operational Synergies $40,875 $40,900 $ $158,000 Total Cost Savings $48,525 $48,438 $ $188,150 Market/Customer Synergies >98% retention of key customers 99% 98% % 98% Increase market share by 5% -2% 1% % 5% Project Retain at least 95% of key employees 97% 95% % 95%
100% of “critical path” milestones are completed on time and within budget 96% 100% % 100%
Stakeholders rate communications an average score of 4/5 on trust, timeliness, believability, and appropriateness
2 4 % 4
All integration teams follow the project governance procedures with discipline
95% 100% % 100%
Key On Plan Slightly Under Plan Off Plan
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Post Integration Survey Directions: This survey should be administered at the completion of the integration post-close period and again 1 year after the close. It can be extremely useful in assessing the integration structure, governance, methodology, and tools.
VMS = Very much SW = Somewhat NAA = Not at all FTM = For the most part OS = Only slightly DNA = does not apply, do not know
Section I: Integration Structure and Governance
1. An overall integration scorecard was used to guide the overall efforts. This scorecard was cascaded down to each Integration Team. VMS FTM SW OS NAA DNA
2. An overall roadmap was developed and used as an input for each Integration Team to develop a detailed workplans. VMS FTM SW OS NAA DNA
3. A formal PMO was established that provided a common project management process and tools that were used to guide the efforts of each team.
VMS FTM SW OS NAA DNA
4. Each Integration Team was comprised of employees from both the parent and acquired companies. VMS FTM SW OS NAA DNA
5. Each Integration Team had a formal charter that clearly identified their deliverables, a detailed workplan, budget, milestones, and operating principles.
VMS FTM SW OS NAA DNA
6. The Integration Team Leaders provided input into each Integration Team member’s annual performance appraisal. VMS FTM SW OS NAA DNA
Comments:
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Post Integration Survey
VMS = Very much SW = Somewhat NAA = Not at all FTM = For the most part OS = Only slightly DNA = does not apply, do not know
Section II: Integration Methodology and Tools
7. A shareholder plan was developed and closely integrated with the risk management, communication, and integration workplan.
VMS FTM SW OS NAA DNA
8. A communication plan was developed and executed that utilized a variety of different channels.
VMS FTM SW OS NAA DNA
9. The communication plan used mechanisms to solicit employee feedback and periodically evaluate the effectiveness of communication.
VMS FTM SW OS NAA DNA
10. A talent assessment and retention plan was successfully executed. VMS FTM SW OS NAA DNA
11. The cultures of both organizations have been mapped and a culture alignment plan has been developed. VMS FTM SW OS NAA DNA
12. The Human Resource practices between each organization have been rationalized. VMS FTM SW OS NAA DNA
13. A commitment plan was effectively used to mitigate risk. VMS FTM SW OS NAA DNA
14. The physical assets (offices, facilities, etc.) have been identified and analyzed to identify potential cost synergies. VMS FTM SW OS NAA DNA
15. The value chain and process architecture for the acquired company have been thoroughly analyzed for synergy opportunities. VMS FTM SW OS NAA DNA
Comments:
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A Primer on Governance
Governance: The project management structure that helps ensure the integration is completed on-time within budget and achieves its other desired outcomes. Key inputs for developing governance are the risk management plan, stakeholder assessment, and due diligence documents. The proper amount of governance is a function of many variables such as the complexity of the deal, objectives of the integration, and level of integration experience of team members. Guidelines
• Periodically solicit input from the integration manager and work stream leads • Periodically collect data on the effectiveness of the integration/project management process
and use the learnings to evolve the governance procedures • Don’t over-engineer and develop a structure that slows rather than escalates the resolution of
tough issues Governance Categories
Examples: I. Integration Meetings
Work steam leads will hold weekly progress report meetings with their supporting team members
Work stream leads will meet with Integration Management Office every week to identify and manage any cross-team interdependencies
II. Performance Reporting
Every Friday, the work stream leads will complete a progress reporting template and upload it to the SharePoint site. Weekly meetings will be held to track actual versus targeted performance
A performance report will also be submitted each week electronically to the integration manager
III. Confidentiality All sensitive documents will be labeled highly confidential on the top right of each page Make sure all internal employees and external third parties sign non-disclosure agreements When disposing of confidential documents, put them in the locked containers for shredding
IV. Document Management A SharePoint site will be set up for every deal that includes separate sections for Corporate
Development, Due Diligence, and Integration Planning/Acquisition Integration. Rules will govern who can review each document, who can edit each document, and
methods for controlling different document revision levels No M&A documents may be stored on an individual device; all must be on the shared device Confidential information will not be read in public places (i.e. airplanes) without using
screen devices that do not allow unauthorized viewing Printed confidential documents should not leave the building
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A Primer on Governance
V. Project Management All work stream leads are responsible for all of the day-to-day activities within that work
stream. Work stream leads report directly to their function head and dotted line to the integration manager
Each work stream will follow the prescribed playbook work plan. It is not uncommon to have multiple paths in a playbook to address different types of deals (buying a competitor, multiple sites, etc.)
Each work stream will create a formal charter that documents roles, responsibilities, and decision rights
Each work stream will develop a detailed integration plan with supporting budget and scorecard
An issue that cannot be resolved at the functional level will be brought to the attention of the Integration Management Office who will then determine its importance and decide whether to escalate the issue to the Steering Committee for a decision
Each work stream will complete a post mortem at the completion of integration. Data will be collected from appropriate stakeholders relative to: 1) actual versus planned synergy capture, 2) performance to schedule/budget 3) performance enhancements and 4) the updating/adding of new tools.
Additional Information Links to presentations that review examples of governance structure:
Approach and Structure for a Successful Integration Acquisition Integration Strategy and Governance What is the Role of the IMO?
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Quick Wins Tool Description of Tool: Quick wins tool can be used to identify and implement “low hanging fruit” – specific actions that generate immediate an impact. Quick wins:
• Require little design effort (e.g. start/stop doing something) • Minimal budget • Implementation typically within 60 days
When It Is Most Likely To Be Used: During due diligence, a short list of wins should be identified and pursued. Some are these actions may be “no brainers” that individuals in the acquired company are already aware of but could not muster support by their leadership team. Steps: 1. Review the overall integration scorecard deal drivers. Identify potential synergies or benefits that
meet quick wins criteria. Key data inputs include:
• Summary of benchmarking data (if used) • Interview summary of customers, suppliers, or key stakeholders • Feedback/recommendations from staff • Summary of historical management reports from the acquired company
Remember that a quick win could be as easy as not doing something (that can produce immediate cost avoidance or cost savings) or a simple solution that doesn’t require much design/ implementation resources. If you have a keen eye it is not uncommon to walk through a facility and identify 1-2 actions that are obvious to an outsider.
2. Set up quick wins capture teams and get sponsor support. 3. Execute wins rapidly. 4. Publicize quick wins to create enthusiasm and momentum for the integration.
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Risk Management Template Description of Tool: One of the key success factors in an integration is the early identification and prioritization of risks. This tool is used to either eliminate the most critical risks or reduce their negative impact on the success of the integration. When It Is Most Likely To Be Used: The tool should be first used during the Due Diligence when completing an integration plan. The plan should be updated continuously throughout the lifecycle of the M&A deal. Learnings from the risk management should be integrated into Lane workplans, and communication plans. Steps: 1. Invite Line Leads and facilitate a risk identification workshop 2. Organize the risks according to themes (organization risks, technology risks, process risks,
leadership, etc.) 3. Obtain consensus on the probability of occurrence of each risk 4. Understand the consequences or impact the risk will have on the integration 5. Focus on the risks with the greatest probability of occurrence and largest impact on the deal. Fully
discuss and then agree on some targeted actions that will either eliminate the risk or minimize its negative impact.
6. For each action assign one person (not a team) overall responsibility for its execution 7. Lastly, identify a date to complete the implementation of each action. Sample Risk Analysis Tool
Key Risks Probability of Impact (H,M,L)
Severity of Impact (H,M,L)
Consequences Response Resp. Comp. Date
Resources not allocated as planned or requested (e.g. provide fulltime communication people, employees from Research & Policy for process documentation)
H H Reduced buy-in, considerable confusion, reduced confidence in project team
Review overall workplan and recommend resource reallocations. Review resource requirements for each project team and make recommendations to PMO.
R Richards 24-Mar
Critical Path Management not being used
H H Possible delays after Day 1, additional resistance
Project plan being updated with more detail. Will focus additional effort on managing work interdependencies between work streams and where critical handoffs are occurring. On a weekly basis PMO will enhance reporting capability regarding monitoring project progress and personnel assignments.
J Doe 7-Apr
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Risk Management Template Blank Risk Analysis Tool:
Key Risks Probability of Impact (H,M,L)
Severity of Impact (H,M,L)
Consequences Response Resp. Comp. Date
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Sample Welcome Letter Dear Colleagues - Welcome to the first in what will be regular communications to you about the ongoing integration of Target into the Acquirer family. We believe regular communications will help address a number of your questions. While the ongoing integration process will necessitate some changes, we will do whatever we can to help make the transition transparent to you. Please find below updates on several areas of expressed concern. If you have additional questions on any of the information below, or any other general questions, please contact XXXXX or XXXXX via e-mail and they will collect your feedback and questions. TRANSACTION UPDATE We are pleased to announce that Acquirer’s acquisition of Target officially closed on DATE. With the acquisition now completed, we will continue the integration process. Thank you for your support and involvement in the work up to now and we look forward to ongoing progress in the future. HUMAN RESOURCES
• Health Benefits - You will receive an e-mail from NAME during your first week of employment that will outline the online benefit enrollment process. You will have until DATE to complete enrollment. Once enrolled, your benefits will be retroactively effective to DATE. Your benefit premium deductions and benefit transition payment will begin in DATE after you make your benefit elections.
PAYROLL
• Paycheck - Your first paycheck from Acquirer will be DATE. The paycheck will cover XXXX. This will be a “live” check that will be delivered to the Target office for distribution. You will be able to deposit this check on DATE.
• Pay Period - You will continue to be paid on a semi-monthly basis, as you did with Target. • Direct Deposit - If you elect direct deposit it may take two to three pay periods to become
active. • FICA Tax - As Acquirer is a new pay entity, your FICA tax will start over. • W-2 - You will receive two W-2s for DATE, one for your time with Target, and the other for your
time with Acquirer.
FINANCE
• VISA Cards - Any employee who travels on company business must use a corporate charge card for business expenses. This card is issued in the employee's name and is to be used for business purposes only. You will receive an application within five business days.
• Travel - You will be able to use the Acquirer’s travel vendor, XXX, who is accessible via phone or e-mail. A training session will be offered before you begin to use this vendor. You will be asked to complete a traveler profile form so that the vendor can load your preferences into its database.
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Sample Welcome Letter • Expense Report - Employees should submit an expense report approved by your manager to
XXXXXX within three days of returning from a trip. Original receipts for expenses must be attached to the report. Once the report is processed, you will receive a live check. You will receive an electronic version of the expense report within five business days. For your reference, a print out of the report is included in this packet.
INFORMATION TECHNOLOGY
• E-mail - For now, e-mail, phone systems and all other IT systems and services will remain unchanged. Within the next 60 days, the Target Outlook/Exchange e-mail system will be merged into the Acquirer’s Outlook/Exchange e-mail system. At that time, you may continue to send and receive messages using your current Target e-mail address as well as your new Acquirer’s address.
• Systems and services - Other IT systems and services will be migrated to Acquirer’s standards where and when it is feasible to do so while maintaining efficient business operations. In the interim please continue to follow your current process for reporting and resolving any IT issues.
• Network Access - Access to the Acquirer’s network and application systems will be made available in stages as workstations can be migrated to our network. A more complete schedule will be established as part of a detailed IT integration plan which will be finalized in the next 30 days.
• Hardware - Personal computers, laptops and servers will be assessed for replacement or upgrade to Acquirer’s standards as part of the integration planning process.
• Transition - We will continue to update you about any IT changes as we progress through the transition. No changes will be made without communication to the Target staff.
FACILITIES
• Facilities - XXXXXX, will support the Target operations staff with facilities procedures, policies and operations transitions. Examples of facilities functions identified for integration are:
o Conversion of FedEx accounts to Acquirer’s National account o Evaluate Target’s suppliers to affect cost savings o Space planning o Health and life safety policies and procedures o Disaster recovery and business continuity planning
• Badges - Facilities will initiate the process to issue Acquirer’s identification badges to all of the Target employees. The badges will display the employee’s name and picture as well as the Acquirer’s logo.
MARKETING AND COMMUNICATIONS
• Branding & Identity -Target will retain its brand identity and operate as a division of Acquirer as an interim step while we continue our evaluation of the brand and positioning. When communicating with customers, please refer to the company as “Target, A Division of Acquirer.”
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Sample Welcome Letter • Voice Mail Greeting - Please use a format similar to the following:
This is [name], with Target, A Division of Acquirer. I’m sorry that I missed your call. Please leave a message and I will respond to your call within [24 hours]. If you need assistance immediately, please dial [number] to reach [name of back-up team member]. Thank you.
• E-mail Signatures - Please use the following format for your signature at the bottom of your e-mails:
XXXXX XXXXX
• Business Cards & Stationery - New business cards will have the Target logo, with the addition of a corporate endorsement line - “A Division of Acquirer.”
• Sales Materials - The “look and feel” of the Target sales materials will not change for now. Instead, materials will be updated and reprinted as needed and the corporate endorsement line will be added at that time. The current PowerPoint presentation template and any other electronic templates will be updated with the endorsement line as a first priority.
• Website - The Target’s website will remain active in its current form, with prominent links added to and from Acquirer’s web pages.
• Customer Questions - If you receive questions from customers about the Acquirer or the acquisition, please refer to the customer Q&A distributed. If you receive additional questions not covered in the Q&A, please send those queries to XXXXXXX (first.last@ Acquirer.com).
• Media Inquiries - Acquirer’s Corporate Communication Department is responsible for coordinating all relations and contact with the news media. If you are contacted by a member of the media requesting an interview or seeking comment, please take down the reporter’s contact information and contact XXXXX in Corporate Communication immediately. XXX can be reached at: first.last@ Acquirer.com or XXXXXXX.
If you have any questions on the anything outlined above or any other questions about the integration process, please contact XXXX or XXXXX via email. I will receive your questions and respond appropriately. Thank you and please be on the lookout for future updates.
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IMO Best Practices
I. Process Best Practices Utilization Applicability (Yes or No) (Yes or No) 1.0 Produces and routes progress and status reports that are appropriate for their
audience and timing.
2.0 Performs variance, trend, and exception analysis of Time, Cost, Scope, Risk, and Quality planned vs. actual status throughout the project lifecycle.
3.0 Escalates issue/key decisions to those who can act on them, and acts quickly on those within his or her control.
4.0 Prioritize the portfolio of projects based on each one's business case and linkages to enterprise strategy.
5.0 Establishes a formal Project Charter that includes project outcomes, deliverables, delineation of what is/not in scope, and a resource/high level plan.
6.0 Estimate overall project effort and cost using multiple methods, documenting the assumptions, or key factors that affect the estimates.
7.0 Develops and executes a risk management plan that identifies actions for delaying, minimizing, or eliminating key project risks.
8.0 Performs Resource Analysis to reduce over-commitment or underutilization or staff/PMO resources.
9.0 Use of a standard methodology with a scalable set of supporting tools that are always used.
10.0 Completes a formal "Lessons Learned" at the end of each project where the methodology and supporting tools are updated.
11.0 Performs Post-Project Reviews, including evaluation of how well the project met the business need.
12.0 Data is collected on past projects and is used to estimate cost/time of future projects. Use contingency funds and queuing buffers to ensure schedule and budget achievement.
13.0 Use contingency funds and queuing buffers to ensure schedule and budget achievement.
14.0 Formal process is used to manage scope change.
15.0 Formal process for terminating projects.
16.0 Use a formal and effective process for coordinating the efforts of interdependent projects.
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IMO Best Practices
II. Organizational/People Best Practices Utilization Applicability (Yes or No) (Yes or No) 1.0 Effectively matches the skills of available staff to phase activities and assures
understanding of assignments before work begins.
2.0 Develops and executes a communication plan that includes audiences, responsibilities, media, content, and frequency.
3.0 Governance (role & decision making clarity) is formalized.
4.0 Usage of project scorecards that include both project process and outcome metrics.
5.0 Project scorecard metrics are cascaded down into the performance appraisals of project team members.
6.0 Project managers have direct input in the performance appraisals of all team members.
7.0 IMO reports directly to an executive level.
8.0 Use of certifications and formal development pathways to rationalize capabilities across the function.
9.0 HR tools/process (recruiting, performance management, rewards) are tightly aligned to IMO.
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IMO Best Practices
III. Technology Best Practices Utilization Applicability (Yes or No) (Yes or No) 1.0 Automated systems (e.g. Microsoft Project, Primavera) are used throughout
the enterprise for planning/managing all projects.
2.0 Utilization of project management database that tracks historical time on task, project learnings, etc.
3.0 Knowledge library used.
4.0 Application tools that provide electronic score carding at the project, team, and individual levels.
5.0 Extensive utilization of e-rooms & intranet sites.
6.0 Methodologies, tools and templates are available to all Project Managers and key stakeholders electronically.
7.0 Application tools that manage document version control.
8.0 Use enterprise development tools to develop financial projections and resource management.
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Facility Data Sheet Go-Live:
Integration Data Sheet
CBO Center? Physical Address: Center Name: Previous Legal Names: Center Number: PAS: Lock Box Address: NPI: Tax ID: PTAN: Center Phone #: RR PTAN: Pre Peg Toll Free #: Medicaid ID: CS Toll Free#: DOL ID: Eligibility System: Monthly Case Count: Transcription Agency: BSC: Clearinghouse: Coder: Statement Company: Coding Manager: Collection Agency: DFO: Market Accountant: Bank: CBO BOC:
Notes:
Payer Websites Used Web Address Admin
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Action Items
Scheduling/Admissions Notes Status Confirmed By
Insurance Verifications Notes Status Confirmed By
Self-pay policies, fee schedule (Cosmetic and self-pay) Pending
Contact for authorization issues Pending Contact for missing demos, ins, codes, etc. Pending
Coding Notes Status Confirmed By
Timely dictation issues Pending Observation stays Pending Pain blocks/separate documents Pending Exceptions Pending CIF review by CBO Pending
Billing Notes Status Confirmed By
Multiple procedure billing policy Pending Contractual at time of billing Pending Implant mark-up methodology (any exceptions/special circumstances)
Pending
Third party payer for implants Pending Specialty billing processes Pending Payers prefer L and R vs -50 modifiers Pending
Posting Notes Status Confirmed By
Online payment portal Pending Acceptable forms of payment Pending How is interest posted or is it? Pending
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Action Items
AR Notes Status Confirmed By
Top 3 payers Pending Any payers that require special items (i.e. med recs, etc. being submitted with the claim)
Pending
Insurance contact list Pending Special appeal rights or payer specific dispute processes Pending
Negotiation policy Pending Any litigation services Pending
Collections Notes Status Confirmed By
Financial assistance / charity policy Pending
Discounts offered by facility (i.e. paid in full, professional teammate, MD, etc.)
Pending
Care credit policy Pending Patient statement review Pending
Miscellaneous Notes Status Confirmed By
Physicians contact list Pending Medical records contact Pending Phone testing toll free number Pending Past and current revenue cycle reports if not an Acquirer facility Pending
Access Notes Status Confirmed By
Clearinghouse access Pending MCCDB Pending Facility SharePoint access Pending Payer website access Pending BOC, billing lead, biller, AR rep added to pending list/DSR Pending
PAS access Pending Care credit Pending Smart system access Pending
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Lane Progress Reporting Template Description of Tool: Research studies conclude only about 30% of the M&A deals are successful. There are a number of underlying causes for this including measuring activities and not results, not having a formal overall integration scorecard, and not linking M&A metrics to the performance of each team member. The key inputs for this tool are the deal deal drivers and overall integration scorecard. Remember an M&A best practice is to cascade the metrics in your overall scorecard to each person and function that supports the M&A process. This builds accountability into the process. When It Is Most Likely To Be Used: This tool should be customized at the end of due diligence and used throughout Integration Planning and Acquisition Integration. Once developed the tool should then be used to manage progress until close-out. Steps: 1. Familiarize yourself deal drivers. Examples of deal drivers may be market expansion, revenue
growth, or access to technology.
2. Progress reporting at the lane level should focus on a combination of the following categories of measurement:
Synergy Realization: Deals are focused on created shareholder value, achieving economies of
scale, and realizing targeted synergies. Examples of a targeted synergy include reducing operating cost by $xxx, reducing headcount by XX%, reducing the cycle time of a core process, reducing inventory/purchasing costs, and improving asset utilization.
Project Effectiveness: Metrics evaluate the effectiveness of the project management leadership and supporting processes. Common measures include the quality of the work products (e.g. due diligence summary report), performance to budget (deal cost), task performance to schedule (on time) and effectiveness of communications.
3. Once the metrics have been finalized customize the template on the following page to align to the
variables you intend on measuring.
4. Cascade the metrics in this tool to the performance appraisal of each person supporting your M&A Lane.
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Lane Progress Reporting Template
Lane Name: Report Date: Lane Leader:
Project Effectiveness Planned Comp. Date
Green
Yellow
Red
Overall Integration Team Schedule Key Task 1 Key Task 2 Key Task 3 Work Product 1 Work Product 2 Work Product 3
Synergy Realization Planned Comp. Date
Green
Yellow
Red
Overall Synergy Attainment Synergy Target 1 Synergy Target 2 Synergy Target 3 Synergy Target 4 Synergy Target 5
Legend
Green No impact; no threat to schedule
Yellow Minor impact; minor threat to schedule
Red Major impact; schedule delay
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Project Close-out and Lessons Learned Description of Tool: This tool is to be used to identify specific opportunities to improve: • The acquisition integration playbook • The data collection templates or design/implementation tools • The competencies of Integration the Project Manager, Lane Leads, and integration team members When It Is Most Likely To Be Used: This tool should be completed by every Lane as the last step in their workplan. Steps: 1. Schedule a debrief meeting. Begin the meeting by discussing the integration in terms of planned vs.
actual targeted synergies. Discuss the integration process that was used and then review the quality and completeness of each deliverable. The Integration Project Manager and Lane Leads should ask for specific feedback on their effectiveness from appropriate stakeholders.
2. Identify lessons learned. Jointly identify or propose specific changes to the existing acquisition integration process or supporting tools/templates.
3. Identify specific next steps. Identify the timing and responsibility of changes to either the M&A
process or supporting tools. Continually review your M&A service delivery model (dedicated resources or by region, clarity of roles/decision rights, etc.) Also identify how these changes will be communicated and the knowledge transferred to relevant staff. Assess the M&A process across phases and particularly between interdependent Lanes.
4. Identify competency gaps. M&A is a highly specialized skill and it is critical to exercise care in
selecting team members. Make sure you have provided sufficient training to new team members and continually educate the existing Lane members.
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Project Close-out and Lessons Learned Example of a Partially Completed Template:
Deal Name: XYZ Company Section 1: Close-out Targeted Synergies:
1 Completed by 12/12/xx Yes 2 Zero deviation from budget Yes 3
Deliverables: Accepted Yes/No: 1 Deliverable 1 Yes 2 Deliverable 2 Yes 3 Deliverable 3 Yes, deliverable was 2 weeks late 4 Deliverable 4 Yes 5 Deliverable 5 Yes, quality was spotty 6
Stakeholder feedback on Integration Project Manager and Team Leaders Integration Manager was very knowledgeable, but tended to be reactive. Did not follow process and did not use rick management tool that adversely impacted deliverables 3 and 5. Section 2: Lessons Learned Proposed modifications to the acquisition integration methodology:
• Use CPM • Cascade overall integration scorecard down to each Integration Team
Proposed modifications to specific tools/templates: • Develop costing/time estimation template
New knowledge/training opportunities:
• Get more people knowledgeable in how to develop a quantifies business case to gauge cost benefit Who should be informed about this Lesson Learned? (check one) Management Board X Integration Manager Integration Team(s) All Staff Other: How should this Lesson Learned be disseminated? (check all that apply e-mail Intranet/Website X Tip Sheet/FAQ Library Other: Integration Manager: Harry Smith
Signature: Date:
Sponsor:
Signature: Date:
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Project Close-out and Lessons Learned Blank Template:
Deal Name: Section 1: Close-out Targeted Synergies:
1 2 3
Deliverables: Accepted Yes/No: 1 2 3 4 5 6
Stakeholder feedback on Integration Project Manager and Team Leaders Section 2: Lessons Learned Proposed modifications to the acquisition integration methodology:
Proposed modifications to specific tools/templates: New knowledge/training opportunities: Who should be informed about this Lesson Learned? (check one) Management Board Integration Manager Integration Team(s) All Staff Other: How should this Lesson Learned be disseminated? (check all that apply e-mail Intranet/Website Tip Sheet/FAQ Library Other: Integration Manager:
Signature: Date:
Sponsor:
Signature: Date: