Buyer beware: How banks can avoid a transaction disaster

Mergers and acquisitions are exciting: they make the news, they show a position of strength to competitors, and most deals promise benefits for customers, employees and shareholders.  Transactions have the same kind of excitement one might experience when buying a car. And like buying the car, that new car smell, or in this case, the allure of growth and synergies, can wear off quickly once you realize all of the work required to successfully integrate two institutions. Worse still is the feeling you have bought a lemon. There are, however, strategies that banks can employ before an integration to make sure they are getting a good deal.

Ensure you have the right, experienced resources

There is a reason that most professional services firms have an M&A practice: mergers and acquisitions are hard. In the middle market, it is even more important to look at current staff or partners that can support integration and bring the much needed experience to the table. No other industry is as complex as banking in terms of converting systems and processes. Banks require a unique set of skills to navigate the complexities of core systems, online banking, debit/credit cards, treasury management and lending.

Conduct an operational and technical assessment of your target

Looking at the operational and technical complexities before a deal is made will improve the chances of a successful integration. Assess the scalability and interoperability of your technology and process landscape (as well as the target’s landscape) so that you can identify risks to the integration early and put together a mitigation plan quickly. All too often, middle market transactions focus only on diligence conducted by bankers, lawyers and accountants. Operational and technology diligence are deprioritized.   

Knowing how much car you can afford before even thinking about a deal puts you ahead of other bidders in terms of understanding how a target will fit into your garage. An operational and technical assessment provides the opportunity to understand and potentially implement systems, processes and products that will create a scalable and flexible operating model.

Evaluate third party relationships

Understanding how your service providers can flex (or not) is critical to understanding the level of effort and cost of integration, along with the risks that need to be mitigated. Do your vendors have dedicated conversion teams? Are you the largest client of your core provider? Is there information available from your peers on the pros and cons of particular solutions in terms of integration? What are the service areas that could be improved through an acquisition?

Know your customer

Don’t forget the customer. Most transactions are driven by the desire to grow an institution’s customer base. But, in the frenzy of bringing two institutions together, customers often take a backseat to other integration priorities. Reacting to problems once customers start to leave is too late¾the damage is already done. You will continue to hemorrhage customers while you course correct. Consider how well you know your customers before a deal is on the table. Do you have a way to make sure the customer’s voice is heard? Mapping the customer impact during diligence will prepare you to monitor (and hopefully improve) customer experience through the integration.

During integration, avoid focusing solely on cost synergies at the expense of customer experiences that could undermine revenue objectives. Whatever the changes, make sure communications to customers are clear, regular and transparent. You can never over communicate change to customers. Lastly, don’t assume that postponing changes is always best for customers. In many cases, making changes early and communicating them effectively will offer the most seamless customer experience across all channels (branches, digital, etc.).

Never underestimate the importance of culture

It’s easy to sweep culture under the rug and consider it too soft and fuzzy for due diligence and integration. Many find it hard to put concrete metrics and plans around culture. Generational changes continue to change the way companies recruit, retain and operate¾and that’s forcing companies to rethink their priorities in order to avoid costly turnover.

Having tools in place to implement change management is a best practice. This starts with knowing what your own cultural identity and management style is and what that means in terms of potentials deals. If you’re into sports cars, don’t look at SUVs. By having your own cultural assessment up front, you can start analyzing cultural differences earlier in the process.

Assess your M&A readiness before you buy

If you want to successfully retain customers and key employees while achieving financial synergies, take the time to kick your own tires before looking at a new deal. An internal M&A readiness assessment is not only valuable if you are a buyer, but as a potential seller as well. An assessment will identify both deficiencies and differentiators in your operating model that a potential buyer will notice during due diligence. This knowledge gives you better negotiating power and can put you in the driver’s seat.

This article initially appeared on bankdirector.com. West Monroe Partners is a business and technology consulting firm focused on guiding banks and credit unions through the complexities of mergers and acquisitions. For more information, please visit www.westmonroepartners.com

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