The B2B Podcast Index
The Mergers & Acquisitions Podcast

Deal Integration: Key to value delivery with Mark Gallagher

The Mergers & Acquisitions Podcast · 2025-12-02 · 34 min

Substance score

51 / 100

Five dimensions, 20 points each

Insight Density10 / 20
Originality9 / 20
Guest Caliber14 / 20
Specificity & Evidence10 / 20
Conversational Craft8 / 20

What our scoring noted

Our reviewer’s read on each dimension, with quotes from the episode.

Insight Density

10 / 20

The episode contains some genuinely useful practitioner heuristics (the learning-curve cost reduction, the IT-system timeline, the two neglected due-diligence questions) but spends considerable time on high-level observations that experienced operators will already know - stakeholder complexity, integration as a people process, getting involved early. The ratio of novel ideas to restatement is moderate at best.

if the first deal is, I don't know, 100 points in effort or cost, whichever way you want to measure it. The second is probably only about 70 and the one after that might be 55 and the one after that might be 40
IT systems either integrated or split apart. When we started, they used to take us nine months. Big, complex systems, big projects. And we finally got that down to four months

Originality

9 / 20

There are a few genuinely fresh framings - the seller taking a proactive carve-out role to protect their own interests, and the 'relay race' vs 'chapters in a book' deal-phase metaphor - but the bulk of the advice (ruthless prioritisation, clear ownership, stakeholder management, getting involved early) is standard M&A integration doctrine recycled without significant challenge or inversion.

if you leave it to the buyer and they make a mess of it, then actually the pain isn't the buyer's pain, or certainly isn't all their pain. It's yours as much as it is theirs
I used to josh with a little bit that their currency is dollars, but my currency is time

Guest Caliber

14 / 20

Mark Gallagher is a genuine practitioner who built and led Shell's integration practice over 30-plus years and personally ran integration on the $50B BG acquisition - one of the largest energy-sector deals of the last decade. He is not a career podcast guest or pure thought-leader, and his anecdotes carry real operational credibility, though the episode does not extract the depth of insight that pedigree would warrant.

Mark has had a career in Shell and at the end of his 30 plus years he led deal integration practice in Shell
one of the most impactful projects being the integration of Shell's acquisition of BG. A Ah, 50 billion acquisition that transformed Shell

Specificity & Evidence

10 / 20

The episode offers a handful of concrete data points (IT timelines cut from 9 to 4 months, the cost-effort learning curve quantified as 100/70/55/40, the $50B BG deal size) and a vivid Chennai accounting/refinery anecdote, but it never names specific synergy outcomes, deal timelines, or third-party evidence. Most claims are asserted from personal experience without corroboration.

IT systems either integrated or split apart. When we started, they used to take us nine months. Big, complex systems, big projects. And we finally got that down to four months
the stock accounting? Um, done at the refinery? Uh, well, that's not actually done at the refinery. That's done in Chennai

Conversational Craft

8 / 20

The host has clearly prepared and provides useful structural signposting, but he consistently asks leading or confirming questions rather than probing ones, offers long paraphrasing summaries that eat airtime without generating new insight, and never pushes back on unsubstantiated assertions (e.g., the learning-curve numbers or the claim that every aggressive buyer eventually came around).

And I guess you also see that then in your staff motivation because you'll be better at communicating to the staff
And that's why you would then uh, keep it separate

Conversation analysis

Computed from the transcript - who did the talking, and the verbal tics along the way.

Share of words spoken

  • Speaker B78%
  • Speaker A22%

Filler words

so73uh52right16like15you know15um14actually11I mean4sort of4er1

Episode notes

If a deal is to deliver its value, a successful integration phase is critical. One of the key reasons deals don’t deliver value, is that integration is often overlooked or neglected. In this episode Guus speaks about integration with Mark Gallagher, an integration specialist who was formerly with Shell and is now an independent consultant.

Full transcript

34 min

Transcribed and scored by The B2B Podcast Index.

Speaker A: Welcome to the Mergers and Acquisitions podcast. When deals get reported in the media, the article always focuses on the news of the deal that's just been signed. But what really matters is whether it gets executed and that happens months or sometimes even a year later once for example, all the regulatory approvals are in. And that moment of execution or completion is often where the real hard work begins. Because now you're going to have to merge a new company you've bought with the mother company and achieve all the promised synergies and deliver the value. A lot of the value lost in M and A is not because the deal was a bad idea in itself, but it is because these phases, post signing of the deal, what I call integration or implementation, I managed poorly. So this is a subject well worth spending a whole episode on. Um, and I have the perfect guest for this as Mark Gallagher has joined me in the studio. Like me, Mark has had a career in Shell and at the end of his 30 plus years he led deal integration practice in Shell. Yes, we had a dedicated team with integration specialists focused on delivering the full deal potential and, and Mark shaped it. Mark works on lots of varied deals with one of the most impactful projects being the integration of Shell's acquisition of BG. A Ah, 50 billion acquisition that transformed Shell. Today Mark is still spreading the integration gospel as an independent consultant and he's doing that today in our podcast. Welcome to the studio, Mark.

Speaker B: Thanks. And it's great to be here Hus. Thanks for inviting me.

Speaker A: So, so Mark, I want to start with asking you how did you become a professional integrator and why is it not that you preferred the D lead road, uh, and get all the glory?

Speaker B: Okay, I'll take those as two separate questions, but let me start with how I got involved. So I had a background in running businesses and also global projects such as streamlining business processes and offshoring business support activities. And you know, my skill and also I have to say my passion was in converting uh, concept into reality. So around, I don't know, must be about 15 years ago as uh, shell started to do more ma, I got involved in these deals and uh, with my background focused on how we can learn and improve, how to implement them and hence deliver the potential value of these deals. Now let me come on to that question about chasing the glory. And by the way, I think that's a very deal lead question Hus, if you don't mind me saying so, but I recognise it and I agree because it is at the signing when the champagne gets drunk, it's where there's the public announcements and the fanfare, et cetera. But, you know, with my background and passion, the fit was with being comfortable with or, uh, focusing on how you deliver value from the deal. And as you said, that doesn't happen when you sign a deal. It happens at the integration phase, because that's where the value is delivered. So in my view, everything in the deal should be geared towards that value delivery. And although very few people at the end of the day will argue with that point, the reality can actually be a little bit different. So let me give you an example. We're all familiar with due diligence, and buyers often put in a huge amount of effort and resources and money into doing that due diligence to figure out are they paying the right amount, Nothing wrong with that. Everybody wants to make sure that that is addressed. But I think there are two questions that all sort should be asked in due diligence. Due diligence, which are often skimped. The first is, can I run that business from day one and make it thrive? And the second is, do I know how to change it to get the synergies and upsides? Because at the end of the day, these will determine your ability to both retain the business value of the acquisition and realize the synergies, which, after all, are, uh, the whole reason for you doing it in the first place.

Speaker A: Okay, thank you. So let's start at the beginning then. Can you try to define integration and in a deal, uh, what role would you assume?

Speaker B: So, my definition is actually very simple, and it is that it covers everything that you need to do to deliver value at the end of deal integration. Now, that may sound a little bit glib of a glib answer, and it also certainly doesn't mean that you do whatever anybody asks you to do. What it does mean is working from the end back, defining what success looks like and working out what it will take to get there. In other words, translating into actions, accountability, timing on how you deliver the value from a deal. And this not only provides focus and priorities, it also knocks out a huge amount of varied opinions and agendas, which is common in most deals and can really drag on momentum. So my role, therefore, within the team is to have a clear view what needs to be done, which I build up before the deal is even signed, and then take accountability for ensuring that that gets done as working as part of a deal team. Now, let me give you an example of how this works. Clearly, the deal lead is the boss, right? But as an integration lead, I Work very closely with the deal lead all the way from the sort of concept phase all the way through to deal delivery. And this not only underpins the value delivery, but I think supports the deal process by creating and evaluating the different options and choices that can be test and the doability verified of those choices to end up with a better deal. For example, I was involved in uh, a big complex business, but which was similar to our own. And the aim there was to combine it as quickly as possible and take advantage of the scale and take out a lot of cost. So how to consolidate the different locations, redefine the roles, set up the new organization and manage the headcount reduction process to that was my role within the team being clear on that and being clear how it supported the deal structure and negotiation that ultimately enhanced being able to deliver it.

Speaker A: So Mark, that's a good example of a uh, deal where you fully integrate a business but sometimes it makes more sense to keep it separate. Is that right?

Speaker B: Yeah, I think that's a very good question. And the first point I would make is that whether to integrate or not is often seen as a yes, no question, shall we or shan't we. And I think that's wrong, frankly. I think it's just too simple. So there may be some bits that you want to integrate and also some things that you definitely do not want to integrate. So the question is how do you actually decide that? Well you do that by then linking to how you realize the value. For example, if you are buying a business similar to your own, you will be looking to take out a lot of cost synergies. And this means planning to integrate activities, putting two sales forces together, you know, shared services, for example, HR and accounting, and hence removing duplication. All of that will contribute to your value delivery. But it could also be that the business is precious to you because it is different. Maybe you are buying a start up and you want to bring in new capability in a step out business. In that case you definitely want to preserve that difference because after all that's why you're buying the business in the first place.

Speaker A: And that's why you would then uh, keep it separate.

Speaker B: Yeah, no, indeed you keep it separate. But it doesn't mean that nothing changes because the reporting lines, the authorities will change. And perhaps you also want to tighten up some of the reporting and accounting in the company that you've acquired. So my point here is that it may be limited integration, but it's focused on maintaining what's important, what you want to retain. But in a way that's compatible with you being the future owner. Uh, so what's important about all of these integration questions is to frame them as the choices in terms of how they link to the value and build these into your plan for implementing the deal.

Speaker A: So, Mark, why do you think it is that people underestimate the challenge of integration?

Speaker B: Well, I think that's a good question, and I don't think there's a single answer. So let me go through a few of the things that I think contribute to that. So one of the reasons is, I think because of mindset, there's always a lot of focus on getting to deal signing, and frankly, integration can be a bit of an afterthought. We'll get onto that. This means that the challenges of integration aren't anticipated and thought about, frankly, until it's too late. So, secondly, I think dealmakers often work in an M and A team, and they don't necessarily see it as part of their job. So they assume that the business will do the integration and therefore deliver the value. At the end of the day, doing a deal and then passing it to the business is not really going to set it up for success, in my opinion. So this disjointed approach will be clunky at best and, and lead to avoidable gaps in the deal that's been negotiated and make the task of delivering it the value even more difficult. Lastly, I think about integration. It has different challenges to doing the deal. It's a very people process at the end of the day. So until the point that you sign a deal, you probably have a fairly small group of people who are actually involved. And sometimes when the deal's been negotiated under secrecy, it might be only 20 or 30 people. You, you could get them all into a conference room. But during integration, you then move to hundreds, perhaps even thousands of people being involved, business leaders, operational people, functions, et cetera. And many of them are impacted by the deal, and they sometimes view it quite negatively. And for some of them, their allegiances are going to be shifting through the process. You will, however, be dependent on their knowledge and commitment to the changes required. So bringing people with you is going to be really important to underpinning success, and that's very different from the deal phase.

Speaker A: So, Mark, I'm hoping that future deal leaders will start looking at this with some, uh, trepidation, because it is indeed very challenging. So if we take it positively, what are the critical success factors you think, for a good integration?

Speaker B: Well, I'll pick out a few which I think are the most important, the first, I call keeping the eye on the prize. It's always been clear about what success looks like and this needs to be quite specific and not vague. It's not general terms, but what are the key things that will make you're aiming for? And if you had a magic wand, what would it look like in the future? What are the things that really would move the needle and really make a difference? Closely linked to that is this prioritization. We call it ruthless prioritisation. This is making sure that you're laser focused on what it is that actually supports delivering that prize. Because in deals there's always lots of opinions and advice. People view things from their perspective and also want to be part of the action. And seeing through that noise and keeping focused, I think is absolutely vital. We have a rather tasteless expression that goes with that, which is if it's not going to kill you, then ignore it. And that's a way of sort of separating the important things from the nice to haves. Next thing I'll mention is about ownership. You need to pick people who are going to own the integration. They're going to be responsible and they're also going to have the authority to be able to push it through and push through different opinions and different, uh, authorities. And then the last one is, you're very unlikely in this field, in my opinion, to be able to rely on what I call granted authority. In other words, you'll tell people what to do and they'll just get on and do it. Rather, you're going to have to bring people with you and that means you're going to have to understand the different stakeholders, understand their position, understand where you need them to be and be able to manage them to get them into the right position to support the deal. And remember, that's not just working with an acquired organization and the people in that often those people are within your own organization.

Speaker A: So, okay, let's take it practical. So we're going to start a new project. I understand you want to be involved, uh, fairly early on. Um, so on this new acquisition Mark, what are your first steps going to be?

Speaker B: Okay, let me pick out a few points here. First off, avoid, uh, viewing it as just another project. It's a project management task. It isn't. Why? Because this is where M and A is different. I think it's more dynamic. You've always got different parties, you've got buyers and sellers and you're often working with, well, always, I think, working with limited knowledge and hence the uncertainty. So you need to have a few things that sort of help to manage yourself through that. Playing an active role in the team, I think is absolutely critical. Um, so get involved with the deal team early, understand what the drivers are, what it means in terms of what needs to be done, and understand the biggest challenges and where the focus is going to be is really important. And we have a tool, a simple tool that sort of helps with that and helps with this concept of end back thinking, where do I want to get to and how am I going to get there? And we call that a plan on a page. Now, this is a simple, coherent, end to end view of the deal, including the negotiation, but also the implementation. And it's got all the key building blocks and how they fit together. Now initially that might start off fairly simple, but it gets refined. But the important thing, it always fits on one page. You can put it up at the beginning of a meeting and everybody's aligned to it because they can see it, it's visible, it's easy to understand. And that's great for establishing work streams, aligning the key deliverables, making sure everybody's clear about what the key milestones are, and effectively for everybody working in the same framework as the deal progresses. I think also there's a role for the integration person, not just to wait for it to come to their bid, if you like the integration, but also play an active role in what questions should be asked in due diligence and also to be engaged with what's coming out of the negotiations, but also what are they feeding into those negotiations, which is going to be important to, to be able to deliver the deal.

Speaker A: So, uh, with an acquisition you're thinking about future integration, but now if you're preparing for divestment, then, uh, you're looking at a disintegration or a carve out. So how will you approach that?

Speaker B: Yeah, I'm not sure I'd call it a disintegration. I like the term. Um, yeah, that's an interesting point. And the first thing I'll say, and this struck me actually when I first got involved in M and A, because it was a phase where we were doing quite a lot of divestments. And I used to hear a phrase time and time again, oh, the buyer will decide that or we'll leave it to the buyer. And you know, it struck me, I began to realize three things. One is when you're selling, you're the ones who know the business. You know it much better than the buyer does. You also the people who are running that business. They work for you, right? They still work for you until the deal is completed. And, and the third thing, and perhaps the most important, is that if you leave it to the buyer and they make a mess of it, then actually the pain isn't the buyer's pain, or certainly isn't all their pain. It's yours as much as it is theirs. So the conclusion I took from that is, don't be a hostage to fortune. Always be proactive and manage your own destiny. So we take a super proactive role in working with a buyer to handle a divestment as much as we would do for an acquisition. Um, of course, this is not always welcomed by some counterparties, particularly initially. And I'll give you, uh, an example of a private equity. Yeah, I mean, perhaps not surprisingly, he was really focused on his upside because, you know, he knew that's ultimately where his bonus was going to come from. But this meant that he was always pushing to make changes as part of the transition to facilitate realizing that upside. And I proposed to him an alternative. What I said is, we'll carve out this business and we'll make sure that business can run and we'll drop it in your lap. And in doing so, you minimize the risk. You don't eliminate the risk, but you minimise the risk of what is already going to be challenging as transitioning this particular business. And he didn't see it that way. We had a few frosty meetings. You know, I'll tell you what to do. I'm buying. I'll tell you what to do. So we had a few frosty meetings, but then I think the penny dropped. And I think what he realized is that actually his bonus may be dependent upon the upside, but if he ends up with a business that isn't running and he doesn't even know how to fix it, then it's going to be his job on the line, not just his bonus. And in that instance, he came out and you know what? In all the times I've been doing this, I've never had a single case where even the most aggressive buyer didn't come round to this way of thinking and thank us at the end of the day and by the way, cover the costs and effort that we put in to do it.

Speaker A: Thank you. Mark. Let me try to put in my own words what I've learned so far. Firstly for you, integration and value delivery are, uh, two sides of the same coin, and that's why you're so passionate about it. Secondly, the complexity is related to people. And that goes up during the integration phase because rather than a few dozen, you now have hundreds or even thousands of people being involved. And they're not static. Many of them go through a journey of their own, separating from their old company, learning to love the new one, and figuring out what it means for me. Once you realize that, you know that you better be very well prepared for that phase. I understand you are doing that by getting involved very early in the deal and that you start working with the deal lead and the deal negotiations to understand the key choices that affect integration and value. By doing that, you underpin value delivery and even create a competitive advantage. Whether you are the buyer or a seller. Everybody wants to do a business with a counterparty that has a clear, focused plan for how it will deliver the value in the future. So let's now take a short break to hear from our sponsor, Pilco. Their network of specialists that can help you in your deal is unrivaled.

Speaker B: Pilco and Associates is the leading advisor to deal leaders and senior executives on operational EHS and ESG risks and liabilities in the global chemical and energy industries. With 45 years of experience, the firm, um, has advised on more than $600 billion worth of transactions involving facilities in 80 countries, including some of the highest profile deals spanning those five decades. Ilco's advisors have an average of 38 years of relevant professional experience in operational and executive roles with major energy and chemical companies. For more information, go to pillco.com

Speaker A: you're back in the mergers and acquisitions podcast. Today I'm discussing deal integration with my guest, Mark Gallagher. Now, Mark, what is the benefit of doing one project after another? Uh, we've had in previous podcast, uh, discussions with people, uh, where you learn from one deal to the next deal, where the concept of a serial acquisition came up. How is that for integration?

Speaker B: Well, as you say, I think if you do things several times more often, you can expect to get better at it. And in an ongoing business, perhaps you look for continuous improvement of, I don't know, 2 to 5% a year, something like that. The interesting thing is the benefit arising from experience in implementing MA M deals is much, much bigger, in my opinion. I think of it as if the first deal is, I don't know, 100 points in effort or cost, whichever way you want to measure it. The second is probably only about 70 and the one after that might be 55 and the one after that might be 40. So in other words, you're going to get twice as good through familiarity, understanding what's important, exercising better judgments. So the benefits from this are, uh, big. And you can see them in the cost, the time, and the simplification of how you deliver these projects.

Speaker A: And I guess you also see that then in your staff motivation because you'll be better at communicating to the staff.

Speaker B: Yeah, absolutely. I think, uh, people feel comfortable about what they're doing. They're comfortable with their roles and comfortable with getting better at doing it.

Speaker A: And confident.

Speaker B: And confident, for sure. Um, so let me give you some examples, because it's very easy to say that, but let me give you some solid examples. A lot of projects, it is fairly fundamental to it, and there's some quite big projects to get IT systems either integrated or split apart. When we started, they used to take us nine months. Big, complex systems, big projects. And we finally got that down to four months. Uh, how? Because we stripped it down to what was vital. We refined some of the development tools and more efficient ways of working together. But that's a big improvement. Another example, um, slightly different, is initially quite a bit of effort into preparing things for sale or preparing things going forward. And that would be costly. And then the deal might not happen. And there's a lot of regret. Cost. What we got smarter at was how do you get the thinking and planning, which is relatively cheap compared to kicking off the investment, which we'd wait until the deal is certain or pretty certain, and then pull the trigger on that. And that really helped in terms of cost and efficiency. Let me make one other point related to this, because I think it's also really important to recognize that every deal is different. I mean, that's one of the nice things about M and A, I think, is that no two deals are the same. And I've talked about the benefits you get from experience from one deal, but which can be applied to the specifics of the deal that you've got in front of you. Now, I have come across quite elaborate Playbooks, and I like Playbooks. I think they're good. But I've seen them where the playbook becomes the master. Rather than helping people say, this is what we did last time, this is what we always do. And they're not looking at the deal in front of them. They're just following the playbook. And that's the one caveat that I make, is not to get too sucked into doing it by numbers, but using that experience to exercise better judgment for the deal that's in front of you.

Speaker A: So you have to stay flexible.

Speaker B: Yes, indeed.

Speaker A: I, uh, like what you, uh, say There also about, uh, improving on cost, uh, time and simplification. And especially the time in my view is such a powerful factor because reduction of time also reduction is also reduction of the risk associated with the deal. And of course it brings forward, uh, the dollars that you get out of the value delivery.

Speaker B: Yeah, no, absolutely. And you know, I work with a lot of deal leads and with some deal leads multiple times. And uh, I used to josh with a little bit that their currency is dollars, but my currency is time. Um, of course both are linked to value. And often though, I think if they looked at the deal from the dollar value and I looked at it from the time value, we'd often have some pretty good discussion, some creative tension which ended up with better solutions, I can imagine.

Speaker A: So there are companies who only want to do one deal. So what would you advise them? How would you organize yourself?

Speaker B: Yeah, I've stated that there's benefits from experience, but if it's your first rodeo, then there are still some things that you can do which I think really make a difference. And I'll pick out three that I think are the most important. First is be clear about what success looks like. And what I mean by that is get it down to six to 10 bullets, something that you could put on a single slide that everybody recognizes and is following. And that gives great focus. It helps with, uh, that ruthless prioritisation I talked about earlier. And very importantly, it knocks down all of that noise associated with competing agendas and what other people think are important because you can say, how does that relate to our success factors? Please explain that to me. So that's number one. The second thing is, I think, and I've talked about it before, creating ownership from the end back right from the beginning of the deal. Who's responsible? Are they empowered? Do they have the right appropriate authority, and are they given the right leadership support? Perhaps that last point is quite an important one because this can be a bit of a turbulent journey and having the right leadership support is really important for, uh, success. And then the last point is again a people, uh, related point is pick the right people. Often the roles require exercising influence versus gifted authority and therefore looking for people with the right personal skills and aptitude can sometimes be quite a bit more important than looking for somebody who's necessarily got the right knowledge and business position. So picking the right people who can adapt and nimble, etcetera, Rather than somebody who's an expert in that field would be my advice.

Speaker A: So just one more question on this, mark. Would it help then if you're not doing it so often to bring in a consultant specializing in M and A or even specializing in implementing large projects.

Speaker B: Yeah, of course, that can always help to reach out for external help if you're new to this and consultancies are, uh, a great way of doing that. Uh, and I haven't changed my view from when I was in Shell, for instance, and when I became a consultant myself. But I think there's an important point that I always think about, which is you should look for help and consultants who help you to do it yourself and don't do it for you. This goes back to the points about ownership and anchoring it in the business, because if somebody comes and says, step aside, I'll do this for you, I think actually you're not going to end up with that. So getting somebody who's going to work with you, hold your hand, support you, fantastic. But don't take over, because I think that's wrong and I don't think that leads to the best outcome.

Speaker A: Okay, thank you, Marc. Let's get into some of the things that can go wrong or that people very often do wrong. Uh, so what pitfalls, uh, would you ask people to watch out for?

Speaker B: I'll pick out three. First one is sometimes people treat M and A integration as a regular project, and they miss the point about it's dynamic, it's evolving, there's moving goalposts, and you've got different motivations. And I think because of that, they're not nimble and agile enough, and that can lead to problems. Second one is people sometimes see the targets as the number in the box on the spreadsheet. Now, I've got nothing against models. In fact, I think spreadsheet models, I think they're fantastic, they're important part of doing a deal. But if you're just looking at that number, it's very easy to start fiddling around with those numbers and get the answer that you want. That's an aspiration, if you like. What I'm looking at is what will it take? So how are you actually going to deliver that number? To give you an example, if you can have a project where you can take out costs and that involves reducing headcount, what does that mean in terms of locations? The experience that's retained, the ability to continue the business? How are you going to organize that redundancy process? How long is it going to take? They're the things that are going to be really important. And so just looking at a number and saying, oh, we've Got a target here isn't really going to cut it. So I think that's important. And then the last thing I'll mention is a very people related point because M and A staff are often quite conflicted. They're worried about what it means for them. They may be defending their status quo or they may find that the way things have been discussed and decided are very different. But at the end of the day, their knowledge and commitment is also important for having a successful implementation of the deal.

Speaker A: So it's an appreciation of, uh, the more subtle factors, like two different cultures that need to merge.

Speaker B: Uh, the people factor is paramount.

Speaker A: Yeah, okay. Um, so we were negotiating during the uh, acquisition or during uh, getting signing, uh, of an SBA done. Um, but you continue a negotiation in a way during integration, is that right?

Speaker B: Yeah, I think there's, I mean any deal, things are negotiated and that includes elements that refer to integration. So one of the common ones is a transition, uh, service agreement. You know, how is the buyer going to support you to run the business for the six or 12 months or whatever it may be that you need to set up yourself? And you also may end up with negotiations with regulators, for instance, because there's often remedies. So how are you going to cut and change the business in a way that satisfies their requirements, but in a way that doesn't undermine the project? So I think there's lots of negotiations involved in this. I'd also make a point that it's not just with your counterparty or with regulators, external bodies. Also internally, when a deal's made public, many stakeholders, people in the business are thinking, well, what does it mean for me? And they're repositioning themselves accordingly. And you know, I'll give you an example. When we were selling assets, refineries, the moment it was announced, the leadership team are thinking, okay, they're going to be our new bosses. So what do they want? And indeed, many years ago there was a case where the refinery manager effectively bought all of the materials for a future shutdown. So sellers cost buyer's benefit. Yeah, I think it's a good idea

Speaker A: and a nice bonus for him in the future.

Speaker B: His new bosses liked it.

Speaker A: Okay, um, so, uh, Mark, with your decades of experience in implementing deals and having worked with dozens of different deal leads across, uh, this time, uh, what would your key advice be to them?

Speaker B: First is please don't look at a deal as it's one phase after another. You know, origination, due diligence, negotiation, implementation. Thinking of it like chapters in A book where you read one, finish that, move on to the next one. Please think of it as a relay race where everything that happens in the first few legs is only as good as the position you end up in the last leg, the final guy crossing the line. So that means that everything that you do earlier, think about how that translates to delivering that value at the end of the day. So that's number one. Number two is don't think of integration as a necessary evil. Oh, there's something we've got to do. It's tricky, it's problematic, it might go wrong, et cetera. It's nothing but a nuisance. But think of it as an opportunity. An opportunity to explore some of the options, to test the doability as the deal develops of different options. In that way, you can view integration as a tool to increase the attractiveness to sellers and if you are seller, also increase the value of the business and the doability of the deal. And that leads to a higher price. So it can lead to a better deal. And I often hark back to my early days when I got involved in this. And, uh, at that time we were selling a lot of refineries and yeah, we had a lot of private equity interests. And, uh, we'd have presentations. And I remember sitting in these presentations and you get to the Q and A and then you get. Somebody put up their hand and say, so where's the stock accounting? Um, done at the refinery? Uh, well, that's not actually done at the refinery. That's done in Chennai. And is that coming with the deal? No, no. And then there'd be, um. And what about the crude, uh, optimization? Uh, who does that? Oh, that's done by another bit. Is that coming with a deal? No, no, no, that's not coming to. And then where's the accounting system? Oh, well, that's a global system. Is that coming with the deal? No, no, that's not coming with the deal. So you could almost see these guys looking at their watch thinking, well, we might be able to get the earlier plane because this deal's not for us. But you know, what we were able to do is we were able to address those questions in a way that still made it attractive. And in doing so, help the deal lead. Help the deal to be more attractive to more buyers, to hopefully end up with a better outcome.

Speaker A: Well, Mark, I love that example. I'm going to try and summarize a bit more. Right from the start, I understood that integration is a value delivery game. And if you have the opportunity to do it on a regular basis because you have deal flow and you may be a serial acquirer, then the benefits of doing this time after time are very substantial orders of magnitude higher than what you would get through normal continuous improvement. And even if you get only one deal to do, your chances of success are so much higher if you are clear on your target, that is you know in granular detail where you want to get to. And you have to create clear ownership from the beginning so you will have identified who is going to be accountable in the company for achieving all of this. And lastly, you recruit the right people to help you with this. And I've also now understood it is a team effort with the D lead and the integration lead working together like they are in a relay race and the only thing that counts is the finishing line. Well, it's time to wrap up. Mark and I would like to thank you for sharing your experience and wisdom on integration and value delivery with us today.

Speaker B: Thank you. It's been great.

Speaker A: And this was the end of this episode of the Mergers and Acquisitions Podcast. We're only just into our third season, so stay alert for new episodes or check out the previous 18, all available on your podcast platform or on the website of our sponsor, pilco.com thank you for listening.

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