Playbook 1 - Connect Phase

Yesterday I posted Playbook v1.

In this playbook, the first phase is Establish Initial Network Connectivity.  The goal is to connect the networks in a secure manner that facilitates data exchange.  At the end of the phase, the networks should be connected with active directory trusts in place.

There are a lot of assumptions here:

1. The deal is close to complete
2. The parties are friendly
3. The acquisition is the complete company (not parts or a division) 
4. Only one or two domains

These are the quick obvious assumptions.

If the assumptions are incorrect, then the playbook needs to be adjusted.  Obviously, in many cases, the companies need to keep an arms length arrangement until the deal is closed.  In that case, most of these activities would occur around Day 1.

Playbook Version 1

I saw a couple of hits on the blog already, but no comments.  So, I am assuming people are looking for some concrete plans.

Attached is a early playbook developed.  It was intended to guide acquisition planning.  If you click on the image and select open in a new tab, you can view the detail.

As I mentioned in my first post, a playbook is only an approach and the actual project will deviate.  And that is OK.  The playbook gives you the tools and the viewpoint to plan effectively.

Let me know if this is helpful.

A good book to help frame a playbook is Atul Gawande's Checklist Manifesto.  It is a good quick read.  I thought the material presented was readily transferred to IT operations.

Due Diligence - Software Asset Inventory

A major communications company announced a divestiture of major division.  The deal was still pending stock holder and regulatory approval, but the writing was on the wall.  At the time, I was asked what we could do to get prepared.

Many of the milestones and objectives will eventually be set within the sales agreements.  I cannot remember what I suggested at the time, probably begin tidying up the active directory domains.  I was wrong.  If you are the seller, then get your licenses, contracts and support agreements in order.

Once the deal is signed this will be one of the last things that you will want to address.  You will have mandatory milestones in the contract, and many people think it is not particularly sexy.  So, do yourself a favor and get this information together.

The buyer will want to know the installed count, licensed count and difference (over licensed or under licensed) for the major applications.  Your goal is to identify any licensing pitfalls that might be material for the deal.  If you have licensing gaps for major applications such as Microsoft, Oracle, etc., then the seller could have a large liability to make the deal whole.

The impulse is to run a SCCM report (or something similar) on all PCs based on the Add/Remove programs.  While it does provide the information you want, it provides too much and should be considered an approach of last resort.  Often you could use this report to verify information.

You should have a software asset inventory that includes server and PC software.  Most companies has a respectable SAM program (Software Asset Management).  But often the effort is fragmented and balkenized.  If you do not have an good global inventory, then use the due diligence period to get one together.  A really good place to start from is your budget.

Acquisition Phases

There is number of tasks, requirements and demands associated with any M&A event.  The event unfolds with its own tempo.  Things are manic with tight deadlines at some points through out.  But as more people get involved and the acquired company is integrated, the tempo and the deliverables slow.  The tempo and deliverables varied on the phase.

We identified 6 phases
1. Due Diligence
2. Pre-Sale
3. Day Zero
4. Cut-Over
5. Transition to Operations
6. Normal Operations

Due Diligence is mainly performed by the corporate M&A team.  When things get serious, IT will be invited to assess the acquiring company.  You are there to gather as much information as your can to assess the value of the IT assets, and try to uncover any major issues that might be material for the deal.

The deal looks good, and parties make an announcement of the sale.  This is the Pre-Sale phase.  Since the deal is not yet complete, this phase is often the most dynamic.  It can be characterized as "zero communication" to "working to tear down walls".

Regardless of the pre-sale activities, eventually Day Zero will come and there are key things management and IT should expect.  Typically these expectations include company email and payroll changes.

Cut-Over describes the activity associated with the physical network integration, when you cut over from the old network and join the new corporate network. The financial and HR ERP system may have their own cut-over event.

The Transition to Operations phase comprises the remaining projects that prevent you from transitioning IT activities to normal operations.

Normal Operations is the end state.  Requests, Incidents and Changes are handled by the standard processes.  Any unfinished work is redefined as an IT project with the project portfolio.

My intention is explore each of these phases in depth as we go forward.

Start

I work as an executive within the Information Technology department. 

For the last six years, my company was growing through acquisitions.  For the last year, we have been managing through a major divestiture.  During the growth years, providing integrated service offerings was the critical business strategy.  As a result, M&A was considered key.




While every M&A event is unique, with good planning, you can tackle the event it with a set of tools and approaches.  In sports, a coach will work with their team to develop a set of plays and practice these plays.  So, when game time comes, the team has the skills and resources to take advantage of situations as they arise.

In the same way, to support the business, we developed playbooks for M&A activities.    I managed the development of the playbooks, as well as all the IT M&A activities on "game day".  We did some things poorly and tried to learn from our failures.  We did some things well, and we tried to consciously repeat those successes.

My intention is to share these best practices.