Excerpt from First of 4 Charters

PreClose / Planning

  • Retention Plans: work with teams to define costs
  • Day 1: Ensure plans developed to ensure readiness for Close
  • Org. Structure:Finance team migrates to Acquirer reporting Day One
  • 2018 Spend: schedules reviews to control and manage; identify opportunities to reduce spending (duplicate functions, projects, activities); control payables and accruals
  • Rev. Rec. / ASC 606: align accounting treatment; revenue roll forward; forecasts
  • Earnouts: establish collaborative Investment planning and decision-making processes
  • Audits: complete Acquired Co. audit by Sep.15; define ongoing SEC compliance requirements
  • FP&A: align Management Reporting, define budgeting process, policies

Day One / Close

  • Treasury: gain control of capital; bank account cutover; signature cards; cash / debt reporting, FX
  • Tax: legal entity structure established; signatures obtained; tax filing calendar established; align tax compliance, planning and audit mgmt.
  • Accounting: Billing/AR/AP cutover; align policies; support Close and G/L Consolidation, align Rev.Rec. accounting treatment until implementation finished, Map Chart of Accounts
  • Employee Onboarding: support ERP data migration, US Payroll migration; migrate cards to Amex; retention and offer letters
  • Sales: define compensation to support cross-selling
  • DOA: establish roles/limits in ERP system

Day 30+

  • Fixed Assets: migrate data and organize tracking and reporting in ERP
  • India Transfer Pricing: see Definitive Agreement protections; initiate plan to modify
  • VAT: see Definitive Agreement protections; initiate plan to modify
  • 2025 Operating Budgets: schedule reviews to develop; align KPI’s; define chargebacks/allocations; define new cost centers
  • QTC: support Quote-to-cash Workstream planning
  • GTM: support Go-to-Market Workstream planning
  • Product Integration: support SKU/PID setup in ERP
  • Real Estate: initiate search for new space; identify and control all third-party relationships
  • Cost-to-integrate budget: establish budget, process and controls for all Workstreams

Key Dependencies (Identify functional team)

  • Employee Onboarding (HR, IT)
  • Communications (HR, Marketing)
  • Applications / Systems Access (IT, Hosting)

Risks / Mitigation Plan

  • Lease expires mid-2025. Mitigation: perform site selection and renewal discussions immediately.
  • India Transfer Pricing: cost plus model is 24% vs 15% high resulting in higher taxes. Mitigation: initiate plan to modify
  • Staff Retention: loss of key talent and overload of work related to integration. Mitigation: approve key retention packages; contract to backfill over-loaded employees; initiate recruiting efforts

Primary integration objectives to be achieved post close:

  • Implement optimal finance organization structure by end of year 1
  • Meet synergy targets by end of year 1
  • Seamless day 1 financial operations (pay employees, vendors, collect cash, combined financial reporting)
  • Financial system migration/consolidation during year 1
  • Consolidate and/or restructure debt and comply with covenants
  • Consolidate tax entities and comply with REIT requirements
  • Implement Investor Relations program to consider combined large cap investor opportunity/requirements

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