Hello, everyone. Women Tech 2023. Thank you for joining meditating on a merger today. I swear this virtual cons conference has been just so phenomenal.Learning from all our peers is so rare and an such an empowering experience, so much talent and wisdom and kindness as welling from these sessions. I hope that you get to enjoy as many of them as you can. I am so completely humbled and honored to be with you today before we go any further. I want to thank my friends at headspace for allowing me to use their amazing, beautiful content. I was the Vice president of Information Technology there. We've parted ways but I continue to champion their mission, which is to create a world where everyone is kind to their mind. Thank you, headspace. Um A little housekeeping. Please use the Q and A feature to ask questions. I'm going to move through these slides as quickly as possible. So there's an opportunity to have some back and forth and of course, please connect on linkedin if you would like to meet a little more. Um I'm excited to have this conversation, not just because we get to share all these tracks and do the networking. But I'm really excited to talk about mergers and acquisitions. Uh Don't, don't leave the room yet. Hang in here.

I'm excited because I believe without a doubt that we the leaders, advisors, consultants and boots or heels on the ground of ambitious companies will become the catalyst to transform. What is the extraordinary pain and suffering associated with M and A s into a fertile ground for growth and corporate resiliency. But let's be clear. Mergers are hard. They suck today though. I wanna share how being prepared for M and A s can not only reduce the pain and suffering amongst yourself and teams, but also help you show up to be the best version of yourself. When you and your team are prepared for a merger, you are strongly positioned to cement your value with the company and re reinforce that value to the industry. So let's get started as a champion of headspace. I wanna bring one of the best practices I know to set us up for a terrific focus conversation. Let's take five deep breaths first, feel your weight on the seat of your chair or on the floor. If you're standing, find a dignified posture that's comfortable for you, eyes open or closed, that's entirely up to you. And let's begin. And if it feels right to you, stretch your arms over your head, roll your shoulders and smile because that feels good too.

So let's talk about mergers. Oops, but let's not watch that again. So after that nice centered moment, the question is why in the world are we gonna talk about mergers? Um I wanted to go through this slide very quickly because I could spend a half an hour on this alone and I don't think anybody else wants to but me. So here we go. We're talking about mergers because whether you have a boom economy or a bus economy, they are a significant part of the corporate cycle of life. Irrespective of what else is going on in the world wars, economic downturns interest rates, housing crisis. As you can see in this chart, there's a consistent pattern. A boom year is followed by a drop in activity for the next few years. And then another boom year. The thing is, and this is important that after each boom year, the average M and A activity is higher than the previous cycle. Now, a quick reminder about M and A activity catalysts when interest rates are low, innovators are creative. People are emboldened to bootstrap their ideas into companies. Loans are cheap and investors open their wallets. That makes sense, right? When interest rates rise and are these things are hitting the innovators?

They're amazing ideas become prime hunting targets for companies and investment firms who have cash and liquidity at their disposal to negotiate deals. Enter the M and a same thing when the interest rates are low. They're looking for the next big thing and they have money to invest.

Finally, when industries are shrinking and economies are getting tight, companies will seek any means necessary to increase the revenue streams. New product lines buying total addressable markets and eliminating the competition again. M and A s serve this purpose to fulfill those needs.

It's really important to look at our latest 2021 boom. Our total M and A deal value skyrocketed. It went off the charts that was 5.9 trillion, that's a T trillion dollars in deal value were reached in 2021 largest in M and A deal history. And then as you can see from this Bain and company graph 2007 and 2015 were also huge M and A years. They share same commonalities, low interest rates, innovation is high and our investment markets were at a high growth in all three cases. After the peak M and A activity. The following year, the markets declined and so did the activity in all three peak years. The following year was riddled with unfortunate events. Housing market collapsed extremely low. Oil prices, extremely high oil prices, a slow Chinese economy, global politics, unrest and of course a lot of violence, there are so many deals in 2021 that would be 2 24,412 M and A deals and the high valuation. Once again, that was $5.9 trillion that um it is a reflection of our markets drive to create more value as we talked about just a second. So everyone thought in 2020 through that everything would keep going on. And then the reality is that just like all the others 2022 was a bust. Um It is a story of two ye two story. We have two halves to 2022. At first it was going off just like it was gonna be in 2021. It looked really great.

And then the reality of the R word recession, word came up and more and more people realized they needed to tighten their belts and not spend quite as much money. It slowed. But even in the face of it, every single government trying to stall a recession, our M and A activity is still quite high. So despite this 2022 ended with $2.6 trillion in deals. That is a 30% decline. Um And then we expect 2023 to also have a decline. So why are we talking about M and A s in a downturn economy and downturn activity? Because this is so important. It's hard and we need to prepare. They're hard. Mergers are hard, they disrupt your strategic plans, they disrupt your employee goals and objectives and they disrupt your sleep. If any portion of your organization is touched by M and A activity to a certain extent, your life just kind of goes down the tubes. Now, let's be clear.

Some companies have super well oiled machines to inhale newer companies through acquisitions. But most companies unless it's their long term strategy to acquire market share, innovation and talent do not have tried and true play books and entire teams to manage acquisitions.

Let's remember, mergers, acquisitions and divestitures are very different execution beasts given a preference, I choose acquisition first. If I'm the acquiring company divestitures. Next. Very, these are very clean and very clear. Mergers dead last. Mergers are different because they require board alignment, two boards and two sets of investors and advisors and they have to shift until they set along with the new company is all about two sets of leadership. Almost every single company has a doppelganger from the CEO to a service agent. And uh you gotta figure out who's gonna drive product strategy. Do we know if we're going to leave them alone? Can they be bundled? Can they be integrated market strategy? Are we a house of brands? Are we branded house? Do we know or must we experiment technology strategy? What is entangled? How can establish a clear vision that is sustainable while continuing to support our products and services and a functional strategy? How do we integrate our finance and our human resources, our operations, our service delivery, our supply chain. Oh and our it but more than this. Most people's souls are dreading on executing mergers or any deal really like really? Because they crush us. Let's not forget the pitfalls of M and A S on average. The sad news, 30% of our employees will leave our company voluntarily. That's not a riff. That is a personally initiated exit and that makes your productivity slow down.

People are distracted and you're losing and replacing 30% of your people. So there are empty seats and there's a lot of learning curves going on and then burnout hits your most valuable team. Players. They shoulder the burden of keeping the lights on while pushing the integration activities.

And that means mistakes keep happening, that impacts productivity, quality security. And then our vendors get confused. How are they supposed to support you? What is that company name? Do they have extended services? Are you modifying the contract? This is to say that your time is no longer your own as you and your leadership team heard casts if I have one tip, one tip for anyone who's about to embark on a merger, get an integrator, let your checkbook force your board of directors to accept an integrator as part of the deal expense, win the lottery for God's sakes and pay for it yourself.

Whatever it takes, it will significantly improve your entire company's life. However, as our friends in the mm and a integration business will tell you mostly large well funded companies. Knock on their doors. Most mid to small companies go it alone and do it themselves. The integration execution effort is massive. Let's just look at some of these numbers if you were gonna track those 24,000 transactions from 2021 and like, you know, randomly say there's 350 employees and that accounts for some of those mega deals. Just look at these numbers 202.5 million exits, 8.5 million payroll migrations, 11 million assets to track. This is just due to M and A. This is not the daily life of any corporation. This is the extraordinary event of an M and A. And as you look at this, you know, I just wanna welcome you to hell, but it doesn't have to be that way. Now, if I significantly bummed you out, you're probably wondering, wasn't she excited to at the beginning of this chat? I'm still excited. Let's walk together from Doom and gloom to some hope and hopefully some excitement. So I wanna talk about the most ideal merger possible. So now on paper, this is kind of like the perfect merger really. There's similar ages, similar funding history, dedicated members, similar employee size. All right.

And now look, they have similar tooling. So you're thinking to yourself, well, we can do this, you know, hr they both are on UK GU or they're both on work day. Yeah. And you know, so we go this is the best case scenario. But remember, mergers are hard, we have an internal announcement. We all do our meet and greets. We make a public announcement. People get super excited, like everything that's shiny and new. We kick off an internal love fest. I'll show you our cool stuff. We're so proud. Well, maybe we're not so proud of this thing, but surely yours is better. This all sounds sort of idyllic, right? I know. But what if you're in the midst of a global pandemic or war torn country or at the edge of the recession? Word? What if one company thrives on face to face connections and the other company doesn't really care. What if both companies are so mean, you can't afford the bloodbath of exiting employees that 30% exit rate is being realized way faster than anticipated and you can't rehire at a reasonable pace. What if being callous is taken off the table? What if everyone is nice? Really nice.

Oh, nice. So now what do you do? You have no run book. Everyone has been through mergers and everyone who has whoops, sorry. Everyone who has been through mergers and acquisitions has worked for ruthless companies, not these ninth people. No one is in charge. Chess matches are being played out at the executive level in the nicest of ways people are devastated that their beloved brand is being infected by that other company. I think it's time for another five calming breaths. That's N 234 and I'll just keep talking while you focus on your breath. It just doesn't have to be this way. Sure. It's painful but it doesn't mean the end of your sanity, the ethics and your company virtue. Now, while it's a little quiet is the time for you to prepare. Just like we do business continuity and disaster recovery planning. We must begin planning for mergers, acquisitions and yes, divestitures. If we learn nothing from 2020 even lightly planning for the no way, it's never gonna happen.

Global pandemic scenario in your disaster recovery plan means you are able to shift gears and kick into action and survive. Yeah, there were plenty of tired folks in 2020 but you already assessed the company and had an action plan. Thanks for your BC PNDR planning. That was possible.

And since many of the people on this video call are most likely to own or drive those disaster recovery and business continuity planning exercises. It is my opinion that you are uniquely positioned to champion this endeavor. Believe me, most of your business development team are not considering the operational side of an M and A. They're thinking about financial models. That's their job running. The company is our job. So what are the steps to a thoughtful MN A plan? They look a lot like your BC P but with a different angle, it's all about strengths and weaknesses. What can you rely on what have you systematically declared not worth the investment. So here we go. Let's do this first. Let's make your inventory. It's all about people processing technology. So let's talk about your people who are your highest potentials and most critical players. Surely you already know these people because you've thought about it before when you do your annual performance reviews and if you haven't start, think about that too, who are your strongest leaders? Who are your most beloved, influential people? Look, people will follow their lead, cultivating trust with these individuals now will help manage the tone and attitude during a merger. When you need them most, who are your worst performers, you may need them today, but stronger doppelgangers show up in the merger.

Are you willing to let them go? Do you know who they are? How difficult would it be to train a similarly skilled individual to step into that role and really important? Who are your best partners? And vendors get real about this? Just like every employee, you will have strong relationships and weak ones. Some are mission critical and others cannot be risk. Some are inconvenient and just have not moved yet be crystal clear. You are definitely going to need these relationships. So let's do the same thing with your processes.

What's rock solid, what are acceptable but not so excellent. What processes are just good? And uh come on, we all have a few of these. So for your size and your annual budget. There's some processes that are just not worth investing in. Perhaps you're on boarding is 90% manual as much as you want to automate this entire hire to board process. It just hasn't been worth it created, it is weak. And then same thing for technology all about best is class versus what gets the work done go through your entire data management. You know, do you have confidence in your chain of data management and security hosting on Chrome cloud? Whatever? Make sure that your hosting is fully understood, top to bottom and your tools. Oh my gosh, tooling. Make sure you have a list of what's working well, what's effective and uh what is sentimental to people? Believe me when I say sentiment on tooling is one of the most ardent less tempered discussions out there when it comes to making changes. Trust me on this one, especially collaboration and documentation tools. Look into that. Oh Most in my most recent experience on M and A si recommend doing a cage match because people will do almost anything to protect their beloved tools. There's nothing rational about choosing tool anymore.

Next, we're gonna do a risk assessment again, this looks a lot like your business continuity plan and your disaster recovery plan. You have this inventory, your position for next step analysis. And what you need to do is think about the capacity and the ease of growth and your ease of exit. If you're not a well oiled machine, this is a really good time for you to think about these things. What would it take for you to double your growth to triple it? Can you handle it? Would you explode or can you just like whip it out and do it? You know also, what do you need to migrate away from that processor technology that you may have? How hard will that be? What's the pain and suffering for you? Your employees, your customers, your shareholders, you need to think about all of these, score them high, medium low, whatever way you want to work it, you've all done it before. Now, you're just gonna sequence a plan just like anything else. If you're gonna do disaster recovery, you're gonna sequence how you will bring a system back up, how you'll bring tools up, back up, how you might bring a site up? Same thing with this where what are, who owns these functions and are these decisions well orchestrated? What are the links between systems and tools?

And um I have tons and tons of examples, but I don't want to take up too much time on it, but you have an idea, build a straw man around this. The work here is to create a point of view if we merge or acquire a company, this is what we believe is the way to smoothly integrate systems now that your system has a point of view. You've thought about it, you've diag grained it out on decision trees within your environment and the assumptions you've made. You have a belief that you have a solid path forward. If you're not confident in this amazing work that your teams performed, get one of those integrators just to review and ask the hard questions. Did you think of this? What would happen if that occurred? Have you discussed this with key vendors? I will say this at every decision point you'll be faced with a single question during a merger. What is the source of truth? And why is that? What feeds that source of truth? And where does that source of truth travel? Again, lean on your disaster recovery and business continuity planning. I think it's time to hold a little space for the magnitude of this task. The impact in championing this process, whether you drive it or simply initiate, it doesn't really matter what matter is.

The planning has prepared the company for more situations than the usual growth and expense stretch goals. The planning has aligned your organization for the win. Not the if let's find that dignified posture again, deep breath in 23, exhale and hold smile because you're still here.

Now, while we're planning for all the potential mergers and acquisitions in our future, we must also prepare ourselves because we are the stars of our own shows. And if we want to shine, when things get hard, we must prepare for today. We must be the best version of ourselves. One Hallmark of M and A s is that they bring the best and the worst out of us. Inevitably, they kick off a lot of stress and people show up differently under stress. Culture clashes, there's power lobbying that roles change, team members leave mission shift values, get a facelift, brands change. It's a lot to take in. And by the way, no matter what happens to you, the way you show up in a merger is critical for the success of your organization. The way you show up impacts how others not only see you, but it gives them permission to behave. We are all influenced by each other. So once again, my recommendation is prepare now, mental and emotional resilience is literally brain health. And if I could talk about this for three days, I would, it's a major contributor to your ability to handle really challenging situations and recover without having deep wounds and scars on your psyche and your personality.

This is really important because when we carry stress and anxiety, we impact everyone around us. Soldiering on is sometimes necessary. But even combat soldiers are now participating in proactive brain resiliency. Prior to ever seeing combat, we are no different. Our lives are on the line.

Our ability to show up as our best selves is the difference between suffering and happiness. Whether you are in the prime of your life or you're in crisis today. Find a way to get off the merry, go round a little bit each day and begin to reflect what gives you stability, what gives you joy? What sucks the life out of you? What inspires you then make time to get the good things in your life and get rid of the negative things. So right now, build your own mental and emotional resilience. So this is the quick and dirty Carrie's top sex ready. Here we go. This is my checklist. Get some sleep, gosh, started it. That includes everything, light sleep, deep sleep rim, find your way to good sleep. I know a lot of us suffer from this. Drink your water at least 64 ounces a day. It's a really important trinket. Get sweaty, 30 minutes a day, break it up, do it all at one time however you can but do it. The next thing. Eat the best stuff, feed your body, feed your brain, treat your heart, find the diet and foods that your body needs. Not some crazy fad diet, not what your exhausted brain and emotion thinks at once. Can anybody say doughnut and sugar? N that's really important to find your personal best set of food for you.

Connect with your tribe, find someone to connect to every single day, especially if you've been working on the zoom, working from home thing and you haven't seen people on a regular basis. Get out and go for a walk, you set to double hit, talk to people on the path while you're walking and finally find about 30 minutes throughout your day to be mindful, write in a journal, listen to birds, take deep deep breaths and yes, meditate. Not saying that just because I'm really passionate about head stays because the research says it makes a huge difference in your mental wellness. And if you need help enlist a professional, don't let archaic stories shame you boldly own your mental wellness and thrive. That's my cheat sheet from Carrie. And finally, I just wanna say these are words from headspace founder Andy Puc Comey. When you build your best practices, you will have more patience, not only for your team but for yourself. When you put yourself first set an example for your family, your friends, your peers, your teammates, it's that important to care for yourself and they will see and feel the impact when surprises come at you, you will be better equipped to say, OK, there it is. That's a big old surprise before I react, I'll just put it over there and let it sit for a minute. You become a ground, you become the gravitational pull for positive and more positive intent will surround you and it's just the awesome weird way life works.

There will be bumps in the road, these mergers will continue to happen. They will continue to be very hard and create a lot of stress. No matter how hard it is. Just remember behind those clouds is a giant blue sky. Not only will you be an influence for a strong company point of view by being an influential thought leader, but you will become the calm in the storm and you will thrive. I want to thank everybody for being here today. And if you have any questions, pop them in the box or throw in uh something in the chat, it's a lively question and answer period. Ok. Yes, someone has asked, can we have access to the sheet sheet, the cheat sheet that was presented. Um Yes. If the uh conference doesn't share the slides, I uh just reach out to me on linkedin and I will uh share that with you. Thank you, Samantha. I hope you have a great session coming up. Well, if that's it for today, I really hope that everyone takes a moment, stretches out just a little bit, grabs a glass of water and prepares yourself for your next session. Thank you so much and everybody have a phenomenal day and I hope you connect with some really great people. Thank you for joining us today.