Paper on Merger and Acquisition
MBA Paper
For any company the human capital or employees are the greatest asset, challenge and liability. This is even truer in the context of an acquisition or merger, for adding new technology to complement the existing one and gain a larger market share. That brings us to the acquisition of Z Inc. by Corporation.
Corporation, a global leader in wired and wireless broadband communications semiconductors, acquired Z Inc., a privately-held, Santa Clara-based provider of semiconductor and software solutions for Bluetooth® wireless headset products in March, 2005. The acquisition of Z significantly accelerated Corporation's time to market and competitive position in the wireless headset market segment, which In-Stat/MDR estimated would lead to the growth of nearly 90 million units per year by 2008.
When Z was acquired by Corporation in March, 2005, it had fifty employees. Corporation paid thirty two million for the acquisition. As Z was an engineering startup, it only had a part time Human Resource person who was laid off during the acquisition. From the Human Resource perspective, the merger and acquisition was handled by the Human Resources of Corporation. Here, they took a passive role in the merger and acquisition, as far as the Z employees were concerned. They did not welcome or interact directly with the engineers and so the engineers did not have a positive viewpoint about the Human Resources.
After the merger, the new offer letters and benefits were explained by the Z managers to their reportees. The HR never showed their face. In my opinion, the Corporation Human Resources should have taken a more proactive approach in the integration of the two companies. There are many reasons for that, the first and foremost being the main reason behind the merger. Z was bought to complement Corporation‘s technology. So, it wanted to keep all the engineers. In order to retain them, the HR needed to make them feel welcome and should have been the point of contact regarding making them feel welcome, communicating regularly regarding compensation, benefits and other HR resources questions. Also, they should have done some team building events in the beginning of the integration to minimize the feeling of uncertainty among the Z engineers.
The only retention step which the Corporation Human Resources took was to institute a long term incentive (LTI) clause for two years, in the offer letters to the Z employees. The agreement also stated that once the Z employees sign the new offer letter, they would have to pay a huge fine if they left the Corporation within two years. This had an adverse impact of the architects and senior engineers who refused to sign the clause and left immediately. This was a huge setback for Corporation as these were the people who had designed the technology for which it had paid $32 million.
I interviewed an engineer (name changed for confidentiality) who was part of the merger with Corporation. I have stated his replies verbatim for this paper.
Anita: When you heard about the merger, how did you feel as an employee?
John Doe: Z was doing well at one time. By the end of 2004, it was in a bad financial situation which we weren’t aware of. We were from the beginning, thinking that it will become IPO. There were rumors in early 2005 that the company might get acquired. We were informed by the CEO that he was talking to some prospective companies for getting acquired. Half the employees liked the idea whereas the other half wanted the company to go IPO. They thought that their technology was so good, it would make them millionaires. I was happy about the merger since I was aware of the dire financial condition. We were not getting the venture capital we needed to survive and thrive. But, when we heard about the merger, apart from the fact that we kept our jobs, we were apprehensive that we will lose our individuality and personal touch. Corporation was a giant compared to the fifty people company we were a part of.
Anita: How were you and your coworkers affected?
John Doe: When we were bought over by Corporation, we were happy about the stock options of an established company and made some money because of the merger. But we never felt valued enough during or after the merger. We almost felt like step children. The work environment changed. We had to follow more regulations, and there was more bureaucracy. We lost the personal touch and it was more difficult to blend in with the corporate culture. Corporation employees always had the upper hand and most of the promotion and advancement opportunities went to them. Corporation was asking all senior Z employees to sign a two year agreement. This resulted in many senior people leaving immediately after the merger. These were the core technology developers. Because of this, Corporation teams were able to force Z teams to use their methodologies and thus get an upper hand.
Anita: What was the effect on productivity, loyalty and morale?
John Doe: Initially the productivity went up, and later went down. We tried to prove initially how good we were technically. Some of wanted to do outstanding work to compensate the loss of the core team. However, loyalty was adversely affected later, as we lost the personal touch of a smaller company and it took a long time to integrate with Corporation team members. After the initial euphoria, we were not that motivated to perform as we became a small wheel in a big factory. We handled a very small piece and were not aware of the big picture. Morale kept on going down.
The human resources took a backseat. The engineers were not happy with the ways things were handled. They were agnostic towards Human Resources. They did not feel that the Human resources was very effective in the merger. The only time they interacted with the HR was in the hallway. Even the new offer letter was given by their manager. Benefits and compensation were explained by the manager. The HR did not come to welcome us. So, I did not feel that the Human Resources added any value to our company or the merger & acquisition.
Being a Human Resource professional who takes pride in the profession, I was aghast to hear such a dismal opinion about human resources. Though it’s unfortunate, many IT professionals in different IT companies such as Cisco Systems and Sun Micro-systems think of the Human resources as a function they can do without. These reasons made me reflect on the reason behind this viewpoint in IT companies and made me realize that we need to do something very effectively and proactively to make the IT professionals realize the true importance of Human resources and give the credit it deserves in merger and acquisitions and other operational functions.
The main factors in a merger and acquisition include the following:
• Initial Plan
• Due Diligence
• Acquisition
In a merger and acquisition, the human resource should be involved from the beginning, in order to be an effective facilitator of the merger and acquisition. If not at the initial planning stage, they should definitely get involved at the due diligence stage. This can help the HR have a more effective and positive impact than if it gets involved only in the acquisition phase. If the HR leaders have the experience and the foresight, they can help the integration be smooth with less glitch. Before a merger is finalized, the about-to-be acquired company's books, policies, practices, and past actions are scrutinized. The acquiring company's HR manager or managers have a number of areas to study and analyze, and from that examination determine a course of action. It is only through such an examination that one can plan and hope for as smooth a transition as possible under less-than-ideal circumstances. (Ethan A. Winning, HR's Role in Mergers and Acquisitions).
It is very important for the HR to get involved either before or in the due diligence stage as this stage includes due diligence in areas regarding job descriptions, compensation and benefits, payroll, worker’s compensation, sick leave and other vacation accrual and performance. The job descriptions will aid the HR in deciding which employees to keep and which to let go. Compensation and benefits will give them a clear picture of how similar or different they are in comparison to the company which is acquiring. For example, in the case of the acquisition of Z, the Corporation HR would get an idea about the compensation and benefits of Z and how similar or different they are. In most of the cases since the bigger and more stable companies end up acquiring smaller companies, they have better compensation and benefits.
Worker’s compensation, sick leave and other vacation accruals are a sub part of the benefits and will give the acquirer an idea of how much payment they are liable for, in case they have to lay off some employees from the acquired company. Performance measurements and evaluations if available, will give the HR an idea about on the job performance of various employees, which areas they are strong and weak in, whether they are an over or an under performer. Once the HR has done this due diligence, they can share the information with their management, giving them a better idea about the cost of the people in the company they are acquiring.
In order to make the merger and acquisition have the maximum Return on Investment (ROI), it is very important to make it as smooth as possible, whether it’s a hostile takeover (as in the case of Oracle and PeopleSoft), or it’s a marriage made in heaven( as in the case of Amazon and Zappos). Terminations in some aspect are a part of almost every merger. It is very important for HR to play a major role to do the maximum damage control. Another major aspect is deciding whom to retain to get the maximum ROI from the merger. Knowing the past performance of employees is another major factor which will help in the right decision making in relation to who are the top performers and who will impact the bottom line positively.
Now that we have discussed the different aspects of mergers and acquisitions HR should participate in to be an effective partner and make the transition smooth, I will like to share a conversation with a HR professional who was a transition consultant for MobileAria which was acquired by Wireless Matrix in July 2006 for 11.2 million. (http://lbs.gpsworld.com/gpslbs/article/articleDetail.jsp?id=365192).
Since MobileArea was already in bankruptcy court and had been waiting for a buyer for a few months, the general environment at work was one of stress, despair and uncertainty. The HR Manager took a proactive approach and facilitated weekly meetings informing the employees the latest of what was happening and kept them from totally giving in to despair. At that time, the market was not good enough for employees to find alternative employment immediately. Also, the employees were paid above market. So, even if they found similar positions, the pay would be much lower. This and the transparency and constant communication from HR kept them at their current position till an acquisition took place. Once Wireless Matrix won the acquisition bid, their HR contacted these employees in a very sympathetic manner and promised them bonuses if they stayed till the integration took place. The time frame was approximately six months. Because of the HR sympathy and the general impression that they will be taken care of, many people stayed. But, there was an aura of uncertainty and employees found it difficult to concentrate and work much as they did not know who will remain and who will be let go once the merger was finalized. Constant communication by Wireless Matrix HR was the silver lining for them. Once the merger was finalized, the HR gave them a welcome letter and orientation package and this made them have positive viewpoint of the HR.
The senior management was let go from Mobile Area. Still the HR kept the acquired company employees happy by stressing on the multitude of opportunities they had being a part of a big and stable company. In this scenario, HR was able to gain trust and respect by reaching out and being sympathetic to these employees.
The two examples of two mergers mentioned in this paper give very different viewpoint about HR’s role in merger and acquisitions in two different scenarios. This leads to the conclusion that in order to gain trust and confidence, the HR has to take a proactive approach, get actively involved in the different stages, do due diligence and reach out to the employees of the acquired company and make them feel welcome and comfortable. That will serve the purpose of making the transition smooth and get the maximum ROI from the merger and acquisition.
References:
Krishnan, A. (2007, January 28). Author sees a bigger role for human resources. News & Observer, The (Raleigh, NC), Retrieved May 16, 2009, from Newspaper Source database.
N.A., N. (n.d.). Employees of West Virginia-Based Bank Laid Off as Merger Is Completed. Charleston Gazette, The (WV), Retrieved May 17, 2009, from Newspaper Source database.
http://lbs.gpsworld.com/gpslbs/article/articleDetail.jsp?id=365192
Management & HR Articles, Ethan A winning Associates Inc., retrieved May 15, 2009, from www.ewin.com
Best Practices
Best Practices Paper from MBA
Boeing, the world's leading aerospace company and the largest manufacturer of commercial jetliners and military aircraft, provides numerous military and commercial airline support services. It has customers in more than 90 countries around the world and is one of the largest U.S. exporters in terms of sales. Boeing has been ranked the #1 most preferred employer by readers of Equal Opportunity.
This ranking has been made possible, in part by Boeing excelling in several areas with its best practices. Before we delve deeper into the paper let us discuss what a best practice is. Wikipedia describes best practice as a technique, method, process, activity, incentive or reward that is believed to be more effective at delivering a particular outcome than any other technique, method, process, etc. The idea is that with proper processes, checks, and testing, a desired outcome can be delivered with fewer problems and unforeseen complications. In other words, best practices are the most efficient and effective way of accomplishing a task, based on repeatable procedures that have proven themselves over time for large number of people.
Among the various best practices Boeing is known for, Benchmarking Forum of the American Society for Training and Development declared Boeing as one of the 14 success stories for the best and most successful training practices, as well as the methods they use to identify such practices (Training Success Stories).
Boeing has been recognized as having the best practice in Knowledge Modeling. The Forum recognized Boeing for meeting the unique training needs of its many knowledge-based employees through techniques borrowed from the field of artificial intelligence. These techniques shortened the nine-month learning curve for new users of complex computer-aided drafting and modeling software, known as CAD-CAM. Boeing now uses the Knowledge Analysis and Design Support methodology (KADS) to identify and transfer the "thinking" of expert CAD-CAM users. KADS makes non observable thinking processes explicit.
To finalize this best practice, Boeing's KADS analysts interviewed and observed expert users to identify their thinking processes for solving problems, dealing with uncertainty, and minimizing risks. Then, they worked with course developers to identify learning objectives and to integrate the expert CAD-CAM practices into a training curriculum. Though KADS was originally developed to build automated knowledge-based systems, Boeing has also used it effectively in instructional design, reference documentation, and process improvement. (Training Success stories).
Another best practice which Boeing has successfully developed and implemented is Program Management Practice. The Boeing Program Management Best Practices is a management
system for executing to plan, maximizing value and meeting customer expectations. These best practices can help healthy programs see better results and can help reduce problems in programs that are overcommitted or at high risk because of technical, schedule or budget challenges.
The eight best practices of program management are as follows:
1. Business Offer: Understand requirements and prepare executable and profitable proposals and changes.
2. Supplier Integration: Establish and maintain a collaborative working environment from the earliest stage through program end.
3. Organization: Develop an organizational structure with clearly documented team responsibilities.
4. Business Plan Creation and Review: Set strategic objectives and measure progress throughout the program life cycle.
5. Program Execution and Control: Use a formal concept of operations to manage activities, monitor performance and implement changes to meet technical, quality, schedule, cost and other objectives.
6. Risk, Issue and Opportunity Management: Use an integrated methodology to capture opportunities and mitigate or correct risks and issues.
7. Help needed and Independent Review: Promote a culture of open communication and continuous improvement.
8. Program Communication: Maintain strong relationships with internal and external stakeholders.
(Tried and True)
Another best practice Boeing is known for is, Capability Maturity Model Integration. This appraisal program deals with the means to improve and measure the reliability of contractors. (Mature Appraisal). The rest of this paper will focus on Boeing human resources.
Boeing human resources strives to provide the right environment for its employees to be successful at all levels and attract the best talent available in the market. They have found a balance between transaction and administrative based business model and one of personal attention where HR professionals help guide employees. This evolution is coupled with the HR efforts to contribute improved customer service, best practices and cost savings, and support the Productivity initiatives.
The main components are as follows:
1) Health Risk Assessment: The Health Risk Assessment is an online survey offered by Boeing through the Mayo Clinic. Employees and their spouses—or same-gender domestic partners—who are covered by a Boeing health-care plan can take the HRA and receive a personalized health report identifying potential health risks and suggested steps to improve their well-being.
2) Pay and Benefits Profile: Pay & Benefits Profile gives employees a snapshot of their share of the nearly $20 billion that Boeing invests annually in pay and benefits programs for employees and their families. The profile recently adopted an electronic format, increasing functionality for employees and saving the company $500,000 annually.
3) Leadership Development Programs: Strong leadership drives employee engagement—the way employees think and feel about their jobs. That, in turn, is linked to attracting and retaining a talented, diverse work force. To that end, Boeing provides leadership development programs and uses a Leaders Teaching Leaders methodology to develop leaders, open the culture and create a one-company mindset through all levels of the organization.
4) Training Improvements: Training is a vital service managed by Human Resources. Boeing recently undertook a massive effort to streamline the number of courses offered and the frequency with which training is needed. The work led to a more-efficient schedule for the frequency of completing required training, and a new option to “test out” on some courses. That lets employees proceed to the final test without first taking the course—and to receive credit with an 80 percent passing score. The end result: more efficient and effective training, and increased employee satisfaction. This work supports the companywide Internal Services Productivity growth and productivity initiative—along with HR’s strategy of service delivery, as training services are delivered more efficiently and cost-effectively.
5) Employee Survey: Another area with potential positive impact is the employee survey. The survey, distributed companywide every other year, is designed to measure employee engagement—how an individual thinks and feels about Boeing and his/her job. This is a key part of the HR strategy to establish and maintain a diverse and engaged work experience.
6) Dependent Eligibility Verification: is utilized to minimize expenses and to ensure benefit plans are administered according to the plan’s rules. Dependent Eligibility Verification process asks employees to verify the eligibility of dependents covered under Boeing health care plans. Many large organizations, including Ford, Daimler Chrysler, UPS and American Airlines, have successfully implemented similar programs.
7) HR Functional Excellence Programs: Boeing HR has created a new Functional Excellence Program, designed to align all HR professionals around a “common language” and tool set for driving business results. The HR Functional Excellence Program has two components: a Core Program and a Forum. The Core is designed for senior HR team members, delivered in an interactive classroom-style setting at the Boeing Leadership Center. The Forum is a regional conference-style course that brings together HR teammates in larger groups to hear and talk about the key HR issues facing the company. Both programs are founded on leaders teaching leaders, and tie in with the HR strategies.(Arkell)
The best practices Boeing has been able to develop and implement provides it with a competitive advantage and makes it highly successful. The company has best practices not just in human resources, but in several other areas including leadership, management, supply chain and mature appraisal. The human resources helps Boeing provide a human side to its employees. The HR does its part to reduce costs and streamline services while following best practices and providing improved support. The best practices make a bottom-line difference. And that difference can be quantified for organizations of all sizes.
References:
www.boeing.com
Overmyer-Day, L., & Benson, G. (1996, June). Training success stories. Training & Development, 50(6), 24. Retrieved July 15, 2009, from Business Source Complete database.
Eastman b, Diana. Tried and True, Program managers use best of Boeing to speed improvements
H.H., H. (2006, January). Mature Appraisal. Mechanical Engineering, 128(1), 9-11. Retrieved July 15, 2009, from Business Source Complete database.
Arkell, Debby. Bringing it all together: Boeing Human Resources balances ‘high tech’ with ‘high to
Extended Stay: A Good Strategy that failed
This is a strategy paper from MBA
Extended Stay America filed for bankruptcy on June 15th 2009. This chain was another casualty of the current economic recession. The 680-property chain began having trouble repaying the debt late last summer as credit markets began melting down. Extended Stay began protracted negotiations in December with lenders to restructure $3.3 billion in mezzanine debt. But that effort broke down early last month when two junior debt holders filed a lawsuit to block the possible foreclosure of the chain after Wachovia, lender and servicer of the mezzanine and first mortgage debt, declared a default when Extended Stay failed to make a $3.5 million payment.
Although the chain’s inability to service the massive debt was the main problem, declining hotel fundamentals didn’t help the situation. From January through May, revenue per available room (RevPAR) fell by more than 23.2% at Extended Stay properties compared with the same period in 2008, the firm disclosed in its bankruptcy filing.
"Extended Stay is in a liquidity crisis that is directly attributable to the impact of the deteriorating condition and instability of the financial markets on the expected performance of the entire hospitality industry," said Joseph Teichman, Extended Stay's secretary and general counsel. "Since the acquisition closed in June 2007, Extended Stay has operated in a difficult financial environment driven by reduced consumer and commercial spending and high fuel prices, resulting in a devastating impact on occupancy rates at Extended Stay hotels."
"There’s simply no fat for these hotels to absorb any more. Nobody reasonably thought that we would dip this quickly and this deeply, with such a prolonged decrease in demand."
HVM LLC, which manages the chain’s hotels, said in a statement that the filing should have no impact on hotel operations. The court granted Extended Stay immediate use of cash collateral from continuing operations instead of requiring debtor-in-possession financing to fund HVM’s operations. Gary DeLapp, president and CEO of HVM, said the chain has no plans to close or sell any of the hotels or lay off employees.
Extended Stay describes itself as the largest mid-price extended-stay hotel company in the United States, with about 76,000 rooms in 44 states and Canada. The company operates
under the Extended Stay Deluxe, Extended Stay America, Homestead Studio Suites, StudioPlus and Crossland brands. JLL’s Al Calhoun described Extended Stay as "one of the most impressive organizations in the industry," in the middle of the extended-stay market, with uniform management, excellent geographic distribution and good organic growth.
The strategy of the chain is to provide budget studios for business travel, relocation, temporary housing or vacations as well as suites for daily, weekly and monthly rentals. It offers freedom from the confines of the average hotel room. Every suite has a kitchen to cook and eat on your own schedule. It allows customers to spend more time relaxing and less money on the trip whether its business or leisure. It offers a variety of amenities including a fully-equipped kitchen, appliances and linens, unlimited local phone use, a computer data port and personalized voice mail, housekeeping and guest laundry facilities exercise centers and pools and Wi-Fi high speed Internet access available in every room.
The strategy of the extended stay hotel is to make long-term hotel living affordable and to provide hotel accommodations that create a home-like experience. There is more space to live and work, as well as amenities specifically designed with long-term business, leisure or relocation travelers in mind – two of these conveniences include a kitchen and 24 hour guest laundry facilities. Instead of simply getting a room, you get a studio suite that is larger than most typical rooms and can be more economical when compared to corporate apartments or other extended stay lodging options. Extended Stay Hotel is a space to call your own while away from home or between places to live during a corporate relocation, business assignment or vacation.
Extended Stay Hotel provides both space and affordability all in one place. Located near most metro areas for added convenience, Extended Stay Hotel has convenient locations in most major markets including Chicago, Los Angeles, Atlanta, Philadelphia, Boston, Washington D.C., San Francisco, and Dallas. Extended Stay Hotel is a good choice for travel needs, a week or longer in length. It is an ideal option for families on vacation because it offers an affordable place to stay with extra room and even a kitchen that can reduce food costs and help a great family vacation fall within budget. For business travel, the long-term hotel option is also beneficial because each studio suite contains vital business amenities.
Guests at Extended Stay's hotels lodge an average of 18 to 20 nights, compared with two to three nights at other hotels, HMV said, in a statement released last month.
This service offering at reasonable prices was a good and successful strategy for the chain till 2006 and made other hotel chains venture into the extended stay sector. Extended Stay had been so successful that it continued expansion through acquisitions well into 2006, and even opened ventured into Ottawa and Alaska which do not have much extended stay.
Due to the economic downturn, by last summer, hotel occupancy was softening, and it declined sharply after September. Led by a drop in corporate travel, that decline has accelerated as businesses have cut their staff and their spending. To quote the company, "The tightening credit markets, the reduction in construction activity and increased unemployment have decreased the demand for extended-stay accommodations, as fewer construction sites, consulting opportunities and travel plans are coming to fruition."
The main reason of the failure of the chain is its high debt to earnings ratio. The chain borrowed heavily and was not able to pay it back. The economic downturn resulted in corporations spending less on travel and laying off employees. This resulted in fewer customers for the hotel industry and Extended stay, which has a high number of corporate guests suffered heavily. The strategy was good but the management should have had the foresight to analyze the economic situation forecasts and should have gone easy in the expansion plans and taken some steps to manage debt.
Talent wasn’t directly responsible for the downfall of the hotel chain. High debt was the main factor for the bankruptcy. Extended Stay has a good customer service and one of my past employers used the chain for corporate travel. We never had any complaints with them.
One would think that Extended Stay would be a safe recessionary play as investors trade down in a weakening economy from higher end hotel and resort properties. So, it is a disappointment that such an effective chain had to file for bankruptcy. The good news is that the chain is continuing to function as usual and is not planning to lay off employees in the near future.
“Extended Stay Inc. has turned an important page in restructuring its debt and recapitalizing its business,” said Gary DeLapp, president and CEO of HVM L.L.C., “but for hotel guests, the story is the same: the same great service, the same convenient locations, same comfortable, value-priced hotel rooms.
“All hotels are open and welcoming guests as usual,” Mr. DeLapp said. “Our aim is to provide guests with a comfortable, convenient and affordable experience whether they stay for a night, a week, a month or longer.” He added that value-oriented business travelers, employees on temporary assignments, consultants, relocation professionals and leisure travelers who rely on the chain will notice no change in the hotels’ service or amenities.
References:
http://www.costar.com/News/Article.aspx?id=2F594CF664882296A3409B8193BBC15A
http://www.extendedstayhotels.com
