PAX: Joe Smith, Amway, Hermes, Schnitzel, Shipyard, Breezy, Brie, Nabisco, Staubach, Mayflower, Kitty Litter, Captain Jack, Trickle
PAX (not in Slack): None
FNGs: None
COUNT: 13
13 pax gathered at the hallowed grounds of Slippery When Wet this AM for a thorough education on the ins and outs of Mergers & Acquisitions, with Professor YHC presiding. If you can’t beat em, buy em….
The high-stakes world of corporate M&A involves 3 distinct phases: the Letter of Intent, Due Diligence, and finally Integration. We covered all 3 today in a most professional manner.
Pax were split into Company A (“Buyer”) and Company B (“Seller”). The rifts amongst the to-be-unified orgs was apparent right out of the gate. This would not be an easy corporate marriage…but the best ones never are.
Thang 1: Letter of Intent
Within each company, pax pair up for Lunge walks across the big corporate parking lot behind SWW, followed by Irkins on the curb, repeating back and forth. During the exercise, pax are obliged to disclose at least 3 things you Intend to do – big plans, small plans, near term, whatever. Hermes helpfully detailed his lunch reservations for the day.
Thang 2: Due Diligence
Everyone knows that effective due diligence always involves 3 things: travel, its a pain in the ass, and tax mitigation strategy. We covered all 3. Remaining in their 2 distinct corporate entities, all pax got on the Pain Train running the length of the big lot for a journey to synergy-land. 5 burpees, 10 squats, 15 merkins, 20 LBCs, and you know we only had the budget for the Local train so stop at every stop going both directions. Pax were obliged to discern 5 objective facts about their partner during the train ride. Halfway through, we stopped to reflect on the fact that taxes cost an arm and a leg, ergo everyone assumed plank position and each pax got a 5 count to call out lifting either an arm or a leg off the ground. Hat tip to Staubach for his signature “plank on your tummy” maneuver, I’m sure everyone loves a creative thinker during the diligence process. Finish off the Pain Train of Diligence and let’s move to closing.
*Important note: today’s lessons skipped over the important concepts of tax escrow, R&W clawback provisions, and Net Working Capital, since literally no one actually understands those things anyway.
Thang 3: Integration
The big day has arrived and we’ve closed, and are now pretending to be 1 big happy company…but not really, it’s still 2 distinct orgs facing off across the parking lot and scowling at each other. In an effort to feign integration, each company takes off on a native people’s run, but the pax at the back of the line has to weave (“integrate”) himself through the line as he runs to the front. Excellent form by all on this tricky maneuver. We then shifted, same concept but now the line of pax gets into plank position and the pax at the rear does an integrated-bear crawl through the line to the front. I frankly thought this part really sucked, and from the many tears being shed and gnashing of teeth amongst the pax it was clear that this sentiment was mutually shared. Breezy and Shipyard were particularly helpful at this point and really throughout the beatdown at auditing the pax and observing the many shortcomings, efforts to cheat, and general tomfoolery that only ends up hurting your enterprise valuation.
Finally, we sucked it up and decided to truly integrate the 2 orgs, let’s just get it over with. Form 1 unreasonably large line of all pax, and get through the integrated-bear-crawl maneuver as a real team. Our strategic objective completed, we headed back to the flag.
Circle up for Mary, a classic, HR-frowned-upon Box-Cutter-to-Cox-Butter superbly executed by YHC, and we called it a day. Everyone was now wealthy on paper, but came away feeling largely empty on a personal level and questioning whether all that effort was even worth it, really.
Announcements, prayers, COT, and back to the day job to catch up on your email backlog.
Thank you men for the opportunity to lead this fine group of tomorrow’s leaders today. 100% of the time, I get out of this a (revenue) multiple of what I put into it.