Integration Planning Process

High-Level Planning (Approx. 4 weeks)

This phase defines the future state of the business.

  • Defines the strategic direction for key parts of the business.
  • Paints a picture of the future state in each functional/business area.

Where are we going?

Detailed Planning (Approx. 4 weeks)

This phase defines the transition process.

  • Prepares plans to be "handed off" to eventual organization owners for implementation.
  • Includes enough detail to support budgeting.

How do we get there?

Pre-Planning
High-Level Planning
Detailed Planning
Implement (Post-Close)
Plan Review Meeting

Note: It is expected that eventual org. owners will participate as part of the team doing the detailed planning work.

Note: Some “make ready” or “staging” implementation work (e.g., software development) may occur in parallel with planning (as approved by the Steering Committee).

Merger Risks

Preserving/Enhancing the overall customer experience
Regulatory, Ops, rules, functionality, physical moves, etc.
Maintaining growth
Ability to develop new products, strategies, and opportunities.
Execution
Managing scope, cross-functional decision making, resource planning, etc. Prioritization and trade-offs.
Addressing people issues
Retention, transition, staffing, and severance. Realizing headcount synergies.
Timing of decommissioning of website
Issue-Free Day 1
Anticipating issues.

Plan Review Meeting

Presentations

Team Leads present and Steering Committee Executives ask critical questions for clarification.

Discuss/Decide

Dialogue regarding recommendations with a focus on overall direction, implementation challenges, synergies, and risks.

Capture

Capture decisions, guidance for High-Level Plans, considerations for Detailed Planning, and open issues/actions.

Roles at the Meeting

Roles for Internal Teams
IMO Members/Executives
  • Help ensure the discussion is focused on the critical/material issues that will enable or hinder achievement of our integration objectives.
  • Confirm recommended direction or identify issues and actions to resolve.
  • When identifying issues or concerns, all participants should suggest a path to resolution.
Presenting Team Leads
  • Crisply articulate a summary of the team's recommendations, financial impact, and risks.
  • Be prepared to comment on challenges associated with implementation.
Attending Team Leads
  • Understand implications for their team's area of responsibility.
PRITCHETT'S Role

Execution and Integration Expertise:

  • Provide tools and lend experience to optimize planning and follow-through in the merger environment.
  • Assist in framing strategic issues and making solid decisions.
  • Help identify risks based on experience in similar situations.
  • Translate results of discussions into usable output and action.

Facilitation:

  • Provide structure and guide discussion toward conclusions.
  • Act as the conscience for the agenda and maintain balanced participation.

Day 1 Planning

Day 1 Timeline Considerations

Timing: Unsure of exact timing – dependent on regulatory and shareholder approvals.
Planning Assumption: By the time we kick off Detailed Planning we will make an assumption on Deal Day 1 to synchronize planning efforts.
Contingency Planning: Variance or changes to the assumption will be treated via contingency planning.
Current Timeline: Current planning horizon assumes a June close.
Day 1 Team Guiding Principles
Goal is to provide an "issue-free" Day 1.
Anticipate questions/provide guidance.
Coordinate activities, events, communications.

Ensure coordinated activities within four main areas of focus:

  • External Customers/Partners
  • People – Internal – OD/HR
  • Processes – Operations, Technology, Back Office, Accounting
  • Communications – Internal, External, Workstreams

Provide a fast start to integration

  • Identify activities that must be commissioned during Detailed Planning phase

First View - Day 1 Activities

Focus Area On Day 1...
Business Operations - Process Banking account transfers and closures, Updated signatories, Expense policy communicated, Building access policy, HR systems updated, Integrated calendaring and email systems.
Communications – External/Internal Employee communications coordinated/executed, Media events, Member communications, Shareholder events.
Customer Facing Key customers/partners communicated with, External website up and running, Explanation of process differences (e.g., "Where do we send invoices?").
People and Policy Provide information on how to answer "Me" issues, Benefits/compensation information, Day 1 organization structure, Staffing process and employment notifications.

Day 1 Next Steps

Compile and Prioritize: Compile, summarize, and prioritize input/ideas.
Build Communications Plan: Build a detailed communications plan for Day 1.
Facilitate Pre-Close Efforts: Facilitate work products required to prepare for Day 1 actions.
Provide Continuous Feedback: Through weekly Team Leads meetings.

Detailed Planning

Attributes of Detailed Planning

  • Team structure adjusted slightly to more of a “Program and Project Orientation” rather than a functional organization.
  • “Core Team” of the IMO meets frequently and provides direction/guidance to teams.
  • Planning effort tied to accountable executives who are identified for each team to help drive progress.
  • All Team Leads from High-Level Planning phase will still be heavily involved in planning and execution.
  • Overall timing for Detailed Planning is set, but may be flexible depending on team progress and criticality.

Detailed Planning Priorities

  • Check for linkage and dependencies.
  • Build detailed communication plans that are coordinated with implementation timing.
  • Finalize project prioritization and resource allocations to projects.
  • Set up and communicate governance for implementation.
  • Finalize Day 1 actions.
  • Reset annual budgets based on synergy targets.

Team Detailed Planning Deliverables

The detailed planning phase produces several key documents to guide the integration.

  • Recap of recommendations with descriptions of status by phase
  • Project list/summary and major steps (including resource requirements, dependencies, and linkages)
  • Key ingredients for success
  • Risk Assessment (customer, deal value, business) with probability/impact and mitigating actions
  • Communications plan
  • Remaining outstanding issues/decisions required
  • Project Plan (e.g., Smartsheet)
  • Updated Synergy Template

Key Messages – Taking it Back

Important Considerations

As you move forward, keep these key messages in mind.

Plans are still evolving and confidential. There is no benefit to widely sharing details of the plans. Use discretion.

We are still separate companies. Respect that we have not yet closed the deal. All the legal caveats that have been shared previously still apply.

We should recognize our progress. Mergers are difficult and fraught with expected uncertainty and frustration. Despite that, we have already made good progress.

We don’t yet have all the answers. High-Level Planning has allowed us to weigh some options and begin to formulate our direction, but we are far from having all the answers.

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