Templates versus vision

This is not a process managed with piles of templates—that’s the bad old way. Instead, it’s about providing a guiding vision, structure, and governance that will drive decision-making throughout the two organizations as they navigate the integration planning process.

It’s also about senior management making important decisions up front—like which ERP system (e.g., SAP vs. Oracle) will be the system of choice—so the teams can work on integration planning instead of distractions from predictable political battles. This chapter and chapter 7 provide principles to avoid potential messes and to capitalize on the deal momentum to rally the troops, energize customers, and lay the foundation for results to report to investors and the board. They also show how to minimize disruptions and preserve momentum.

Here, we focus on the role of the Integration Management Office (IMO), a temporary structure that drives the integration, both top down and bottom up. Working with decisions and high-level plans that were created before the announcement, the IMO produces a finer-grained roadmap for success across the new organization, with targeted workstreams focusing on the axes of value that will guide decisions. The IMO will also keep senior executives closely involved through integration planning, since it is their deal vision and strategy that the IMO is executing.

The more planning and decision-making that gets done pre-close, the more that momentum will propel the new organization into Day 1 and beyond to capture synergies, begin post-close integration execution, and operate as an integrated company. The less planning, the less preparation, the more stand-alone the companies will be on Day 1 without an integrated end state in sight—while the cost-of-capital clock is ticking on all that capital that was paid up front. And “ringfencing,” or not integrating the companies, is the start of a death march, leading investors, board members, and employees to ask the question, “Why did we buy this in the first place?” And if they cannot discern a good answer, they will walk away.

Predictable mistakes

In our experience, even seasoned executives make a few predictable mistakes post-announcement that must be avoided.

First, they treat integration as “business as usual”—something to do on top of their day jobs. This approach disregards the sheer amount of work and decisions required and the risks of diverting people who really need to keep the business running against the competition and serving customers. Moreover, they don’t grasp that integrations have many functional interdependencies that leaders in functional roles don’t normally have or assume someone else is solving.

Second, they declare that “everything is important” and fail to prioritize decisions; nor do they establish a coherent governance structure, leading to collisions, disenchantment, and often mayhem. Third, without a roadmap of major decisions, they kick the can down the road, delaying or postponing decisions that are “hard” in the face of uncertainty, sometimes with the hope it will become some other leader’s problem down the line.

Acquirers might also slow decisions in an effort to avoid offending the target company or damaging the culture, or, even worse, will declare to their new employees that “nothing is changing.” That is the perfect way to damage trust early in the process because it will be obvious to everyone that a lot will change. Remember, there has rarely been a “merger of equals”—a phrase that gets used over and again. The fewer hard decisions made up front, the tougher it will be later to achieve the cost reductions or revenue enhancements required to justify the premium. Kid gloves and happy talk can seem nice, but they ultimately lead to negative unintended consequences. Remember, pay me now or pay me later. But you’ll pay either way.

For instance, in one case, during the acquisition of a promising technology company, the acquirer told the target that they wouldn’t do anything to compromise their “secret sauce.” But to the target, everything was part of their secret sauce—from their parking privileges to their free food, generous paid time off (PTO) policies, and office location, right through their killer product (which is what the acquirer thought was the real secret sauce). So once the acquirer started changing policies and systems, the target felt that trust had been broken and talent started walking out the door.

While avoiding the big mistakes is table stakes, the secret to successful integration is in the details. It’s often not the one big mistake that will kill integration; it’s the collection of ongoing small mistakes. The clock is ticking. Integration must be completed while you have everyone’s attention and executive stakeholders agree it is the priority. Trust us: The last thing you want is to call in help two or three years later to assist with an integration gone sideways.

Operating model

Each organization will already have an operating model: an organization structure that drives how the business is run in different parts of the organization; a service delivery model that guides how parts of the organization interact and the level of centralization of various support functions; and governance processes, behavioral norms, and decision rights that govern who gets to make specific decisions. Taken together, the operating model is a blueprint for translating strategies into how the organization harnesses its capabilities for delighting customers in a way that creates value for the enterprise. Integration planning necessarily changes some or all of that because the new combined entity will likely have a new operating model.

The new operating model is the answer to how the newly merged organization will run its businesses differently, how it will generate value differently than either organization did before. This includes both the enterprise- and business-level operating models (how separate business units interact and use shared services to support going to market differently) and functional operating models (how people, processes, and technologies may change by function to support the needs of the businesses—from expense reimbursements and travel, headcount approvals, and compliance to outsourcing vs. offshoring payroll, and so on).

The new operating model connects a company’s deal thesis and business strategies with its capabilities, processes, and organizational structure. It informs the answer to such questions as: Given the markets that are key to our future growth, how do we structure our organization to reach them? How much should we centralize services, decision rights, and governance? How should we redesign incentives to promote the right behaviors on the part of employees?

The operating model is not organization design. Organization design, which we discuss in chapter 7, is concerned with roles and people within the new operating model. The operating model itself is all about the changes to come in how the combined organization does business: who does what, where, and when, and how it will be different than it was before.

Remember, the acquisition took place because of an opportunity that was unavailable to either organization, so change must take place. This will potentially mean breaking a part of the organization that appears to be working well to accommodate the future, but it shouldn’t come as a surprise. That might involve, for example, the US DOJ requiring the divestment of a piece of either business. The acquirer shouldn’t be surprised and should already have a general idea of what business areas are overlapping and might require a remedy.¹

One example of a new operating model comes from the changes enacted during the merger of two high-technology component manufacturers, each of which earned approximately $2B in revenue the prior year. Both companies owned and operated manufacturing sites across the globe, and each served as an original equipment manufacturer (OEM) to well-known Fortune 50 high-technology and industrial companies. The acquisition allowed the acquirer to double its capacity. But rather than look at this opportunity through a cost lens to drive additional economies of scale, the acquiring CEO took a bold position. He understood that—as happens with many OEMs—they ran a risk of being commoditized and marginalized by their clients. The act of pleasing your customers by reducing cost based on volume is a one-way street to a cul-de-sac where eventually only a few suppliers can survive. No matter how many acquisitions he would pursue, the CEO understood that using this cost focus, despite the very advanced nature of the technology of the plants, the chance that the company would survive and prosper long term would be slim.

The CEO also understood more than many of his peers that M&A can create a powerful moment for change. He was also aware it is the most natural moment where stakeholders—executives, employees, customers, suppliers—ask themselves, “What change will this transaction cause?”

The acquiring company had 14 factories with slightly differentiated capabilities, some which had come to the company through past acquisitions under prior leadership. Each was optimized for its own plan. The target was not so different, with 16 factories. The factories for both companies collaborated but were focused on optimizing their own yields, efficiency, customer satisfaction, and capital investment. The acquisition certainly would offer opportunities for the acquirer to lower the combined G&A costs at HQ, increase purchasing power to drive cost savings on direct material spend, and in certain areas enable advanced technologies in growth markets such as electric vehicles.

But rather than pushing his team to optimize for these opportunities, the CEO insisted that the team restructure the operating model to exhibit a higher level of true end-market intricacy, move up in the market to higher margin offerings, and be known for being the best for something—whether it be electric vehicles, smartphones, or medical supplies.

Rather than having 30 plants and trying to win on quality and price, he forced his team to put the customer end market first and to think of the plants together as capabilities to serve four end markets: communications, automotive, medical, and industrial. The CEO honed in on his vision for an end market–focused company, what its key differentiators were relative to the end market (be it certain technologies important for radar or lidar in electric vehicles vs. quick-turn projects in the communications industry, or specific material requirements in medical), and how they could organize themselves around that vision and exceed the demands of their customers.

The acquisition provided the opportunity to change the paradigm and the value drivers of the company by changing the operating model and incentive structure. This in turn kicked off a rapid process of operational and organization design to not only take care of M&A-related issues, but also those related to combining the two organizations from relatively autonomous plants to a company with four end market–focused business units.

A clear operating model is foundational to a sound integration approach: Why and how the integrated organization is going to operate differently forms the foundation for the concrete choices about how the two organizations will be combined.

Integration approach, governance, and guiding principles

Integration approach—what many call “integration strategy”—involves early decisions aimed at translating the deal thesis into the desired end-state operating model—that is, the approach, governance, and principles that will guide the journey from the present to the future. There are many paths and approaches that one could take, but the integration approach defines the parameters within which this particular merger is going to operate.

Clearly defined rules of the road will help the senior integration team confront the harsh reality at the heart of integration planning—prioritization. Prioritization matters because teams must know what is in scope for the integration, and how to set the right pace and determine if it will play out all at once or in phases.

A clear deal strategy and operating model are essential, but they’re also somewhat theoretical. Integration approach is anything but: Now you have to start facing practical choices.

The five questions at the heart of the integration approach relate to:

1. Pace:  How fast must the integration get done?
2. Degree:  What’s in, what’s out, and which parts of the businesses will be fully integrated?
3. Phasing:  Will the integration happen all at once, or in distinct phases over time?
4. Tone:  Is it acquirer-driven or collaborative or some combination?
5. Communications:  What, when, how, and to whom will major decisions be communicated?

Different types of deals will require different approaches. Further, even within typical deal classifications there may be vastly different levels of complexity (from geographic reach to anti-trust considerations), whether it’s a complete transformation that leads to an entirely new organization; a consolidation, combining two organizations in similar businesses into a larger one; a “tuck-in,” where the acquirer absorbs the target; or a “bolt-on,” where the target’s front office is left intact but its back office is integrated with the acquirer’s. While it may be tempting to plot these different deal types into a matrix with rules for each, different deals will often have different characteristics, with some elements of each requiring different integration approaches.

The nature of the deal and its complexity will delimit some of the choices around each element. For a tuck-in with a high premium, for instance, the integration must move fast and happen nearly all at once, with the acquirer setting the tone. In a more complex deal, back office consolidation might need to happen quickly, but rationalizing the supply chain might take longer and require more collaboration in certain areas than in others. Combining two different ERP systems may require an interim-state operating model where both systems run in parallel for at least a year until the cutover to one system can happen.

For example, two large cosmetics companies with operations across multiple geographies and with two distinct operating models in the United States merged in what might be called a consolidation deal. One was strong in the mass self-serve market (e.g., Walmart and Target), while the other focused on large department stores that use beauty advisers. The first phase of the integration was back office consolidation and commercial integration where, although there was some channel overlap, operating models were kept intact. Immediately though, there would be one face to customers (retailers). The next phase focused on supply chain integration that involved warehouse consolidation and the insourcing of the target’s fragrance production. The third phase was the “long-pole in the tent” and focused on uniting disparate ERP systems.

Before establishing the IMO, which will oversee the monumental day-to-day tasks of the sprint to Day 1, the new CEO will meet with their direct reports that have been chosen (what we call L1 leadership) and the IMO lead to establish a common understanding—the broad outlines and expectations—of how the integration will proceed, particularly around decision rights. They will agree on what types of decisions will need consultation with the L1 team, which may not be involved with the integration day to day, and those issues that would require escalation to the board. The board in its oversight role should be well informed about the approach and governance for the integration.

Among the decisions will be the composition and role of the executive steering committee (SteerCo)—the ultimate arbiter of major decisions. SteerCo often comprises at least the CEOs of both companies, especially in large material deals. It can also help to have either the COO or CFO who has been involved from the beginning of the acquisition so they can explain potentially confusing financial aspects and synergy expectations of the deal. SteerCo can ratify decisions being recommended by the IMO, clarify strategic questions about the deal, referee big conflicts that the IMO leadership can’t resolve, and greenlight and fund synergy programs.

The CEO and their team must also be clear on the guiding principles consistent with the tone of the integration. Is the acquirer in complete control, or will the process be more collaborative? If the merger is going to be guided completely by the acquirer, be clear about this fact up front. It could be a combination of the two, where the sales teams will collaborate and use best practices of both, but the back office processes and systems will move quickly and follow the acquirer’s approach.

Other principles might include decisiveness over perfection, speed over elegance, roles before people, guidance like “Don’t struggle in silence,” using “we” and not “us and them,” or not taking actions that would threaten current customer satisfaction. While some of these may be defined by the deal, larger, more complex deals will require explicit principles for different businesses that will help guide the integration over the longer term.

In effect, integration approach and guiding principles help to set expectations for the new organization. The senior team must make sure the approach is logical given the economic rationale of the transaction and that their subsequent actions are consistent with the expectations they set for their organization. In times of tension and doubt, management and employees will need to feel confident the senior team is all on the same page.

The integration approach also makes clear what trade-offs are acceptable. “What will you sacrifice?” is a fundamental question in this process. No synergy, no change, comes for free or without risk. EPS may need to be sacrificed initially to have a smoother integration that will create more value later. Restructuring may require spending precious capital now to replace the IT stack or hire staff or replace the ERP. These may be truly necessary to create an integrated organization, and yet risk EPS in the short term. Is that OK, or is it off the table? What in fact is non-negotiable? Questions like these must be addressed and answered before kicking off an IMO. Many of these decisions will be communicated at kickoff meetings (which we address in the IMO section, below), but they have to be decided earlier in broad outlines by senior leadership.

A useful example of both setting approach and principles, and making trade-offs explicit comes from Deloitte Consulting’s acquisition in May 2009 of the federal practice of BearingPoint, KPMG’s former consulting arm—a major transaction for Deloitte. BearingPoint was more than twice the size of Deloitte’s federal practice in both revenues and people. In the Department of Defense (DOD)/intelligence sector, for example, revenue increased from $14M to over $150M with the deal.

Deloitte’s federal practice leadership were emphatic about retaining BearingPoint’s talent. Consulting is a relationship business where leaders directly generate revenues. “Startling the herd” could result in a massive exodus of talent. Yet each firm had a radically different operating model when it came to staffing teams. At Deloitte, professional staff came from a general staffing pool that partners had to compete for, whereas at BearingPoint partners “owned” their dedicated staff.

Deloitte leadership made the decision to proceed with the Deloitte operating model but to move slowly to avoid having employees feel like they were being forced into anything: “We need them to stay” was a guiding principle. Leadership met personally with each leader from the seven sectors of the BearingPoint practice—nearly 75 of them—showing a genuine interest in their development and career path at Deloitte as well as their general well-being. Deloitte spent an entire performance cycle crafting new roles and goals where the focus was on keeping staff whole—that is, neither penalized nor marginalized because they didn’t come from Deloitte.

Another important guiding principle was avoiding the use of “us versus them.” “We” now had a bench of talent that could recruit better candidates, serve larger clients, had better relationships, and could propose on much larger projects. Over three years, the combined platform grew rapidly, with newly recruited professionals making up nearly one-third of the business.

One thing that did have to go fast—very fast—was preparation for Day 1, barely six weeks after announcement. That huge undertaking required arming roughly 4,250 new Deloitte employees with their new badges, laptops, email and network credentials, and compensation and benefits packages on Day 1. Onboarding for Day 1 was so enormous that Deloitte rented the Washington, DC, convention center for the event. Deloitte’s federal practice has become well known as one of the major players in federal consulting, and the learnings from that integration have benefited clients as well as the firm’s subsequent professional services deals.

Here, you can see how a thoughtful approach and principles can guide the plan to integrate successfully, and quickly where necessary. Those principles and the integration approach go beyond mere planning and affect the employee experience and preparing for Day 1 (topics we address in depth in chapter 7).

Leadership, workstreams, and staffing

Leading such a complex program—even a temporary one—requires gravitas. The head of the IMO, the integration executive, must know the businesses and the deal strategy, and also must be able to command respect and get business leaders in the acquirer and target to do what they must to support the necessary integration activities. Executives and other leaders may be resistant to change as the shape of their work lives shift and, without clear direction, may do what they think is in the best interest of the combined organization—which may be at odds with the integration strategy itself.

There’s no other way of saying this: The integration executive will make or break success. The more that must get done, the stronger the IMO must be. Having a weak program head is one big step toward failure. The integration executive must be able to muster dedicated resources both in terms of full-time staff and attention from other leaders in the organization. They should also have access to the CEO.

In one of the most successful mergers that we’ve been involved with (which we discuss in more detail at the end of this chapter), the CEO chose the head of the most successful and largest business unit to run integration. Such a high-profile appointment served as a signal to the entire organization of the importance being placed on the integration, and it also helped the IMO get the resources and attention it needed to get the job done. This may seem paradoxical—taking a strong leader and using their talents in what seems to be routine project management—but running a major integration effort is anything but routine.

The IMO leader has to be an effective decision-maker. They will refine the master narrative—the compelling vision for the deal—and drive change and communications, set the pace for the timing of operating model–related decisions, oversee the efforts of the clean teams, organization design, and synergy planning, and identify major post-close initiatives that will drive the majority of the deal value.

Choosing the IMO leader must reflect the importance of the integration. That said, choosing the IMO leader also means clearing their plate because they will need to have sufficient time to do the job meaningfully and successfully. The role is going to be intense.³

The IMO manages the workstreams that make up the integration planning structure. Beyond typical functional workstreams such as legal, HR, IT, and finance, there may be other workstreams linked to the new enterprise operating model such as insourcing previously outsourced activities or the merging of businesses. For Norwegian Cruise Lines Holdings, which we discussed in chapter 5, that meant workstreams such as vessel operations, call centers, and shore excursions. Each workstream might break into multiple sub-workstreams with their own leadership, charters, and synergy targets. For example, finance will typically have tax, treasury, and FP&A workstreams that report up to the finance functional leaders. (See figure 6-1.)

FIGURE 6-1

Norwegian’s integration management structure

There will also be workstreams that cut across all the others. These cross-functional teams (the subject of chapter 7) will typically focus on organization design, synergies, communications and employee experience, and Day 1 readiness. For carve-outs, where you are buying a business from another company, transition services agreements (TSAs) would be a common cross-functional workstream. Cross-functional teams are essential not only because they enable collaboration across functions and crystalize interdependencies, but also because they acknowledge and help lessen the political conflicts that often arise.

Staffing the leadership of the workstreams and sub-workstreams is an important early step in the process of the two organizations learning about each other. Workstreams are typically staffed with the relevant functional or business leaders from both parties—often called “two-in-a-box.” This approach allows the full benefit of expertise, knowledge, and idea sharing from both sides—and the opportunity to collaborate to achieve quick wins. It is big mistake to underestimate what you can learn from the business experience of the professionals on the other side.

As one of our colleagues quips, “You need to pick the right people, not the wrong ones.” What she means is that you may be tempted to pick people to lead the workstreams who aren’t busy, who, if they’re seconded to the IMO structure, won’t derail business as usual. This is a mistake. The best people are actually the busiest; they will want to get things done so they can fully move back to their business units or corporate positions. This approach isn’t without danger. It can endanger business as usual today. There can also be tension between leaders’ day jobs and the IMO. Indeed more than tension—the jobs that leaders left to participate in the IMO may not be there when their temporary assignment is disbanded. But if you’re aware of that risk, you can make sure those talented employees go back to great jobs in the new organization after planning and execution are complete.

Governance and cadence

The IMO structure ultimately reflects the decisions that have already been made about the new operating model. It engineers kickoff meetings, the cadence of weekly meetings with IMO leadership, external advisers and SteerCo, and interdependency workshops. It sets and assigns synergy targets, leads the development of a prioritized set of initiatives and projects that will deliver synergy targets, facilitates communications, sequences post-close priorities, and facilitates decisions and actions required for a successful Day 1. (See the sidebar, “Enabling Technologies for Post-Merger Integration.”)

How big should the IMO and workstream structure be? As with any question like this, the answer is that it varies. IMO dynamics are driven by scope, scale, and degree of integration—by complexity. And remember: Deal size doesn’t always equate with complexity (although it often does). Complexity depends on the deal’s strategy, the operating model, and degree and kinds of change that will be required during the integration.

A typical weekly cadence starts with a meeting of the integration leader and other members of IMO leadership, which typically includes senior finance leaders from both sides. In that meeting they will talk about the focus areas of the program for the week: major decisions that will need to be made and actions that the integration leader will need to take to push the agenda and mitigate risks. This allows the IMO to act as a forcing mechanism to get teams focused on the right things. At this meeting, leadership reviews activities and reports of the previous week to ensure that the right issues are being raised and prioritized issues are getting resolved, that teams have appropriate resources, and that the synergy program is on track.

Some of this may sound mundane—a workstream may fail to meet its weekly goals and is off track simply because it has insufficient resources—but such a review and setting priorities for the week are essential to keep the program on track through Day 1.

Tuesday can involve a one-on-one meeting with the IMO leadership team and each workstream to deliver the weekly status report, a snapshot of the health of a workstream. This is a grueling day and can be unpleasant because some workstreams are falling behind and may be defensive. The meetings stretch all day, one after another, and can be exhausting. But they are vital to make sure each workstream is on track and allow the IMO leadership visibility of emerging interdependencies, Day 1 non-negotiables, legal and regulatory hurdles, progress on synergies, and anything that might impact the new operating model. Here, it will be clear if the work is on track and if the right resources are in fact in place.

These meetings focus on three topics:

1. Progress to plan
2. Proposed mitigation strategies if not on schedule
3. Decisions

Status reports are especially helpful in spotting when a risk or major issue is on the horizon, but such reports shouldn’t require so much detail as to slow teams down. Beyond updates, integration leadership also has the overall view that allows it to surface interdependencies across the workstreams and make required decisions. Making decisions early allows them to be revisited if they don’t work out as planned as the path forward becomes clearer. Depending on the number of workstreams, these meetings may take a couple of days—every week.

Thursday or Friday will typically involve an all-hands meeting between all workstream leads and the IMO leadership. That meeting will focus on the outcomes of cross-functional decisions that affect the program as a whole. It will also involve strategy decisions that are going to SteerCo (SteerCo itself could be monthly at first but will meet more frequently as legal close for the transaction approaches).

It’s always going to seem like there are too many meetings. People will complain, particularly when the meetings are not well orchestrated or not meaningful or productive. But it is vital for the cadence to drive open communications so that people don’t act in silos, ultimately slowing the process while they make misaligned decisions that will inevitably need to be revisited. Making decisions in silos means getting the right parties back together to revisit decisions and discuss alternatives, going back through integration leadership, assessing other decisions that were predicated on those made in the silos, and so on. When leaders struggle to make decisions, IMO leadership must influence those workstream leaders to act.

Workshops and tasks

Kickoff meetings mark the official launch of integration planning. The IMO brings leaders together from both sides—in person or virtually—who will lead the functional and cross-functional workstreams. They provide a platform to gain initial buy-in and to generate excitement on the tenets of the deal strategy, strategic goals, synergy targets, integration approach, and functional implications of the strategy. These meetings are designed to energize the teams and rally the troops who will execute on the new operating model and, at the same time, set the tone for the pace and urgency that will need to be sustained though close. Kickoff meetings should launch as early as possible after announcement to stop chatter and rumors, and to provide facts along with direction of what comes next.

Regardless of whether IMO leadership requires workstream leaders to write charters that set direction and high-level goals for what the workstreams are expected to accomplish or hands out goals to the workstream and functional leaders, everyone must leave these meetings with a clear sense of purpose. They should be able to tell the same story when they get the inevitable questions from colleagues who aren’t part of the IMO structure—consistent with the master narrative of the logic and vision of the deal.

Participants leave a great kickoff meeting knowing what they need to accomplish in 30-, 60-, and 90-day sprints, their synergy targets and any initial issues, other workstreams they will need to collaborate with (interdependencies), and a preliminary view of Day 1 non-negotiables and requirements specific for their workstream (e.g., safety, country-specific regulations).

These meetings also establish rules of the road and guiding principles for ways of working, which we discussed earlier in this chapter. Is the acquirer in complete control or is the merger more of a collaboration between the acquirer and the target? The IMO leads will lay out the guiding principles of how the two organizations will work together, including how decisions will be made, transparency, tenets of the customer experience, speed over elegance, decisiveness over perfection, human guidance like “don’t struggle in silence,” and acceptable trade-offs.

Rules of the road will also include integration planning dos and don’ts related to potential anti-trust issues. Anything that involves the sharing of competitively sensitive information is prohibited, as is making joint business decisions or coordinating marketing or pricing decisions. Clean rooms are required for that. However, sharing and planning office space and facility optimization, IT systems, or financial controls are generally without restriction.

This is a lot of work, and it must move quickly. Many organizations fail to move fast enough and waste substantial time before and immediately after Announcement Day. Don’t be one of them. Time is not on your side.

Following the kickoff meetings, teams will be focused on functional blueprinting: a map of changes from current state to future end-state processes and technology requirements—the must-haves. Their other focus will be detailed planning for an issue-free Day 1, from financial funding of the deal and any required changes to the legal entity structure to avoiding negative customer and employee impacts, and what employees will want and need to know.

Once workstreams develop their major planning milestones for close, the IMO is ready for an interdependency workshop. Here, each workstream leader walks through their major milestones from now until close, showing each team’s path to get to legal close and aligning the critical milestones across workstreams—we call this “walk the walls.” This will allow IMO leadership to identify interdependencies between, for example, the tax workstream determining the future legal entity structures and the legal workstream completing the process of getting those legal entity structures in place and filing appropriate regulatory documents for a legal close. Any potential misalignments on upcoming key dates can cause big trouble. The timing and activities of many workstreams such as finance, procurement, and HR will be highly dependent on IT enablement for activities such as paying suppliers and employees across both organizations on Day 1. There will be a long list. Now is the opportunity to make sure interdependent teams are aligned and coordinated.