Five Frogs on a Log: A CEO's Field Guide to Accelerating the Transition in Mergers, Acquisitions, and Gut Wrenching Change
A riddle:\ Five frogs are sitting on a log.\ Four decide to jump off. How many are left?\ Answer: Five Why?\ Because there's a difference between deciding and doing.\ Written by Mark L. Feldman and Michael F. Spratt of PricewaterhouseCoopers, Five Frogs on a Log offers readers an entertaining and no-nonsense field guide to the mergers and acquisitions jungle, packed with insight and instruction for executing corporate change and capturing shareholder value. Whether you're buying another...
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Designed for corporate managers and CEOs caught up in the whirlwind of change, every chapter provides accessible ideas and wisdom for navigating the most demanding business transitions. The authors offer a unique hands-on perspective based on their work with top Fortune 500 firms. As they state: "Increasingly, the companies that win are those that learn faster, act quicker and adapt sooner. They will compress time by making and executing early, informed decisions about economic value creation, ruthless prioritization and focused resource allocation. They will use these decisions to take early firm stands on management deployment, organization structure and culture. Their actions will increasingly be linked to long-term, sustained economic value creation." The advice and expertise offered in this book can be used to solve a range of operational problems from speeding up new product development to merging two businesses; from changing company culture to repositioning a business in a while new marketplace. Thomas T. Stallkamp In a world filled with consultant-speak, Mark Feldman and Michael Spratt cut through the clutter, get to the root of the issues, and clearly lay out a map through the transition mine field in an entertaining and understandable way. Five Frogs on a Log is filled with interesting and fully appropriate anecdotes that drive home their many valuable insights to successful transition.
\ Opportunity Lost\ The Dealmaker's Nightmare\ \ What a coup! Wired magazine called it "a marriage tasked in heaven." The Wall Street Journal called it the "boldest technology deal in years, preempting competitors and ushering in a new era of convergence." And you're the dealmaker who pulled it off. Industry watchers called you a strategic genius. The Financial Times called you a visionary. Even your competitors were impressed. You didn't mind. Not a bit.\ So, congratulations, if they're in order. And that's a very big "if."\ The story started well. Your aging baby, Global Computer, had seen the future and blinked. Saddled with fading technology and fierce competition, you counted up your mercifully huge cash kitty and went shopping for a brilliant young partner. Nexus Technologies was ideal, a Seattle prodigy with the hottest networking concept in the industry. Founded by Johnny Wu, a twenty-something Cantonese immigrant with a doctorate from Cal Tech, Nexus's wunderkinder were front-runners in a whole new market niche, but the cost of heading off hungry rivals had loaded them with life-threatening debt. Their recent IPO had soared for three months, enriching their investment bankers and some fast-thinking arbitrageurs, but had then inexplicably (though not to the bankers) sunk to single-digit oblivion.\ So you had what Nexus coveted: quick cash and survival, albeit as a junior partner. They offered what you coveted: Global Computer's reincarnation as the sharpest blade in cutting-edge computerdom.\ Business Week initially labeled you the "dealmaker of the quarter." Other CEOs were generous with envy-spiced praise, and you suddenly acquired a dozennew best friends. God knows, you earned that glow. Inventing Global-Nexus wasn't easy. Twice you had to revise the offer, juggling the cash and stock payment mix and massaging the executive roles and compensation packages. The way those Seattle prima donnas acted, you'd never know they were bleeding and desperate for your cash transfusion and marketing savvy. Then came the board approvals, endless press briefings, employee announcements, and the pitch to Wall Street.\ In justifying the merger to the board, you waxed eloquent about strategic and economic opportunity, complementary products, overlapping accounts, new market channels, reduced costs, scale economies, and--best of all--that hot new technology in the near future.\ But months have since drifted past--almost four, in fact--and the truth is no longer beautiful. It's not ugly, but there's a little secret gnawing in your belly. Your heavenly marriage is not going well. It hasn't even been consummated.\ Three months ago, you told the world what you then firmly believed: Global-Nexus was about to become a spectacular whole far greater than the sum of its already impressive parts. Unfortunately, you may have hoisted expectations a bit high. Within weeks, impatient customers and anxious software developers began asking when they would see the technology breakthroughs you promised. Analysts wondered aloud about your earnings estimates. One business columnist printed some vicious gossip. Competitors smelled blood. Corporate buyers were publicly taking a wait-and-see position.\ Back at Global's headquarters in Palo Alto, you began to hear disturbing rumors about Johnny Wu's Nexus kids up there in Seattle. Lots of preening about who was indispensable, suggesting lots of worry about who was getting fired, whether the survivors would have to relocate, and, indeed, whether you "old guys" in Palo Alto knew what you're doing. More and more, Johnny Wu doesn't return your calls, sometimes for days. His voice mailbox is invariably full; he's supposedly too frantic to glance at his E-mail. So now you clearly have a generation and communication gap as well as a geographical one.\ What if some of those Nexus wizards jump ship before you even leave port? Will the new products ever be developed? How will you keep the few Nexus customers that signed on early if the people they relied on depart? And don't forget your own customers. Ravenous competitors are already soliciting them, while shamelessly courting your best people and attacking your reputation in the marketplace.\ As time flits past with no real integration occurring, no leveraging of channels and customers, no technology transfer, no new breakthroughs, and no cost savings captured, uncertainty begins to skyrocket. It breeds anxiety and backbiting. Your new two-company sales team is united only in blaming Hart-Scott-Rodino, the entire legal profession, and Congress for stopping them from sharing data essential to pursuing new customers. When they're not ranting and raving, they're attacking one another, engineering, and product management.\ How will you ever bridge the cultural gap? Suits versus T-shirts. Design review meetings versus food fights. Planning retreats versus white-water rafting trips. Even your corporate colors don't fit--teal and kelly green?\ Everyone is leaning on your information systems people for customer, product, and market data. They say they have other priorities. If you step in and order them to switch priorities, what other projects will you obstruct?\ So far, the critics--internal and external--have monopolized the conversation. Unencumbered by facts and gripped by paranoia, they've been describing the deal's downside to anyone who will listen. How do you quiet these naysayers? How do you prove to your customers, employees, shareholders, suppliers, vendors, and the communities in which you operate that the deal is good for them? And what about those acerbic analysts? How do you convince them you won't become yet another merger casualty?
AcknowledgmentsForeword: Mergers, Acquisitions, and Large-Scale ChangeIntroduction: The Salado River: The Seven Deadly Sins of Transitions1Opportunity Lost: The Dealmakers' Nightmare12The Ugly Truth: Deciding Is Easy, Executing Is Hard73More Ugly Truth: Why Performance Deteriorates154The Law of the Band-Aid: The Need for Accelerated Transition315260 Priorities: Economic Value Creation376Windshield Watching in Seattle: Early Communication and Stability537No Secrets, No Surprises, No Hype, No Empty Promises: Connecting with Your Stakeholders698Five Frogs on a Log: Launching Transition Teams899Acute Structural Anxiety: Organization Structure and Role Clarity10710The Two-and-a-Half-Ton Truck: Policies and Practices11911The Ultimate Scapegoat: Unconventional Advice About Culture13712The Blind Man's Dog: Value Creation Incentives16913The North Bank183Index187
\ Thomas T. StallkampIn a world filled with consultant-speak, Mark Feldman and Michael Spratt cut through the clutter, get to the root of the issues, and clearly lay out a map through the transition mine field in an entertaining and understandable way. Five Frogs on a Log is filled with interesting and fully appropriate anecdotes that drive home their many valuable insights to successful transition.\ \ \ \ \ Alan HassenfeldA brilliant primer of the acquisition world, which reads like a novel, not a business hot-to...and whether we admit it or not, many of us will find ourselves as characters in its pages. If you are acquisitive, this is a must read.\ \ \ John VarleyHere is a compendious guide to the jungle of change management. Think of it as snake boots and snake serum. Don't go into the undergrowth without it.\ \ \ \ \ Charles M. GeschkeFive Frogs on a Log is a must read for any senior executive contemplating the prospect of acquiring of being acquired. The authors' experiences in consulting with myriad companies engaged in the merger process provide compelling evidence to support the value of their advice. The lighthearted style and fictional accounts of merger events make the material an easy, engaging read.\ \ \ \ \ John MakinsonMark Feldman and Michael Spratt have spent fifteen years advising the world's largest most panic-stricken companies on the implementation of mergers and acquisitions. They have condensed that experience into a book as full of wit as it is of wisdom. Executives contemplating a transforming acquisition should read it at their leisure in advance—and again in haste as the ink is drying.\ \ \ \ \ Patricia C. DunnPeople ad organizations are not wired for change. But it is absolutely the constant we face—particularly when firms merge, This book will help top management re-wire their organizations as they must to create value from change.\ \ \ \ \ Dick MoellerWe've has firsthand experience with these concepts and processes...and they work! Any executive contemplating a merger or acquisition should read this first...even before talking to the investment banker. These are practical, executable methods that can capture the value of the combination as quickly as possible.\ \
