Want FREE Templates on Strategy & Transformation? Download our FREE compilation of 50+ slides. This is an exclusive promotion being run on LinkedIn.







Flevy Management Insights Case Study
Deal Structuring and Value Creation for Merging Professional Services Firm


Fortune 500 companies typically bring on global consulting firms, like McKinsey, BCG, Bain, Deloitte, and Accenture, or boutique consulting firms specializing in Deal Structuring to thoroughly analyze their unique business challenges and competitive situations. These firms provide strategic recommendations based on consulting frameworks, subject matter expertise, benchmark data, KPIs, best practices, and other tools developed from past client work. We followed this management consulting approach for this case study.

Reading time: 9 minutes

Consider this scenario: An established professional services firm is planning an ambitious merger with a smaller, agile organization in the same sector.

The organization is struggling with Deal Structuring, particularly in ensuring effective value creation post-merger. It is critical that the organization not only secures a fair deal but also mitigates risk, aligns both organizations' strategic objectives, and maximizes synergies.



The organization's business challenge appears to be twofold. Foremost, there is inadequate Deal Structuring expertise and a poorly defined post-merger integration plan. Hypothesized causes for these challenges may include lack of internal capabilities for conducting complex deal analysis, absence of a structured due diligence process, and underestimation of the complexity of combining two distinct organizational cultures.

The effective resolution of these issues will necessitate a robust 4-step Deal Structuring process. This process includes Due Diligence, Deal Structuring, Post-Merger Integration (PMI), and Value Realization.

Methodology

  • Due Diligence: Understand the strategic fit, conduct financial and operational assessment, and analyze cultural compatibility. This stage involves rigorous data collection and analysis to validate value assumptions and identify potential deal breakers.
  • Deal Structuring: Determine deal value, set the terms, and structure the agreement to safeguard interests. Utilize financial models, risk analysis, and negotiation strategies to shape the deal.
  • Post-Merger Integration (PMI): Develop integration strategies and execute the plan in line with the combined organization's vision. Address key areas such as leadership alignment, change management, operational integration, and cultural merger.
  • Value Realization: Monitor and measure post-merger performance to ensure value delivery. Establish clear metrics, use balanced scorecards, and adopt continuous improvement principles.

Typically, CEO's may raise concerns about the ideal timing for post-merger integration planning, steps to reduce cultural clash, and how value realization will be measured post-merger. Understanding these concerns, appropriate planning should begin as early as due diligence, with careful attention paid to cultural assessment and integration planning. Furthermore, a balanced scorecard approach can help track strategic, operational, and financial metrics to measure value realization.

Explore best practices on Post-merger Integration.

Learn more about Change Management Post-merger Integration Balanced Scorecard

For effective implementation, take a look at these Deal Structuring best practices:

Private Equity Profit Distribution Waterfall Model (Excel workbook)
Distribution Waterfall Models - PE, VC & Real Estate (Excel workbook)
Fund Distribution Waterfall Model with Carried Interest Calculation (Excel workbook and supporting Excel workbook)
Key Considerations in Deal Structure (11-page PDF document)
Investment Vehicles & Deal Structure (30-page PDF document)
View additional Deal Structuring best practices

Are you familiar with Flevy? We are you shortcut to immediate value.
Flevy provides business best practices—the same as those produced by top-tier consulting firms and used by Fortune 100 companies. Our best practice business frameworks, financial models, and templates are of the same caliber as those produced by top-tier management consulting firms, like McKinsey, BCG, Bain, Deloitte, and Accenture. Most were developed by seasoned executives and consultants with 20+ years of experience.

Trusted by over 10,000+ Client Organizations
Since 2012, we have provided best practices to over 10,000 businesses and organizations of all sizes, from startups and small businesses to the Fortune 100, in over 130 countries.
AT&T GE Cisco Intel IBM Coke Dell Toyota HP Nike Samsung Microsoft Astrazeneca JP Morgan KPMG Walgreens Walmart 3M Kaiser Oracle SAP Google E&Y Volvo Bosch Merck Fedex Shell Amgen Eli Lilly Roche AIG Abbott Amazon PwC T-Mobile Broadcom Bayer Pearson Titleist ConEd Pfizer NTT Data Schwab

Expected Business Outcomes

  • Enhanced Deal Value - Robust financial analysis and negotiation ensure optimal deal terms and value creation.
  • Clear Strategic Alignment - Deployment of a strategic framework facilitates alignment of organizational objectives post-merger.
  • Promotion of a Unified Culture - A methodical approach to cultural integration fosters unity and reduces resistance to change.

Learn more about Value Creation Financial Analysis

Case Studies

Companies such as Unilever and IBM have demonstrated excellence in Deal Structuring and post-merger integration, successfully realizing synergies and achieving significant cost savings. For instance, Unilever’s acquisition of Dollar Shave Club resulted in estimated annual synergies of $150 million, as per the Harvard Business Review.

Explore additional related case studies

Sample Deliverables

  • Due Diligence Report (MS Word)
  • Deal Structuring Framework (PowerPoint)
  • Post-Merger Integration Plan (PowerPoint)
  • Value Realization Scorecard (Excel)

Explore more Deal Structuring deliverables

Critical Success Factors

Key factors for successful Deal Structuring include adequate involvement from both parties, a shared vision for the combined entity, investment in due diligence, and active management of the integration process post-merger.

Learn more about Due Diligence Deal Structuring Critical Success Factors

Risks and Mitigation Strategies

Common risks associated with Deal Structuring and Mergers & Acquisitions (M&A) include culture clash, departure of key talent, and failure to achieve projected synergies. These can be mitigated through thorough due diligence, careful integration planning, and effective Change Management.

Learn more about Mergers & Acquisitions

Understanding the Intricacies of Due Diligence

Conducting thorough due diligence is often viewed as both a complex and tedious process. However, it constitutes the backbone of any successful deal structuring procedure. The crux of this stage lies in understanding the strategic fit, conducting the financial and operational assessments, and analyzing the cultural compatibility of the merging entities. Combining well-structured quantitative analysis with qualitative diligence—such as leadership interviews and culture assessments—can significantly enhance the depth and accuracy of the overall evaluation.

Learn more about Leadership

Building a Robust Integration Plan

Establishing a successful post-merger entity extends well beyond the agreement's signature. It necessitates a meticulous integration plan—covering leadership alignment, change management, operational integration, and cultural assimilation. Often an integration management office (IMO) is created to oversee the process, driving timelines, milestones, and deliverables. It is also essential to maintain open communication lines across organizations—sharing updates, addressing concerns, and celebrating early wins to build momentum.

Deal Structuring Best Practices

To improve the effectiveness of implementation, we can leverage best practice documents in Deal Structuring. These resources below were developed by management consulting firms and Deal Structuring subject matter experts.

Measuring Success Post-merger

Merely structuring and executing a deal does not constitute success. Real success is measured by the derived value post-merger. Organizations often use a balanced scorecard approach—tracking strategic, operational, and financial metrics. Traditional financial indicators, such as revenue growth and cost savings, are paired with operational data—including customer satisfaction scores and process efficiency rates. Additionally, strategic measures—like achievement of synergy targets and progress towards key strategic initiatives—provide a holistic view of success.

Learn more about Customer Satisfaction Revenue Growth

Managing Organizational Culture Post-merger

One of the biggest challenges during a merger is aligning the corporate cultures of the two organizations. A methodical approach to cultural integration is crucial to foster unity and reduce resistance to change. Beginning with a cultural assessment during due diligence—followed by careful culture planning and active management during integration—helps establish a common language, unify leadership styles, and iron out fundamental differences in operation. Furthermore, setting clear expectations and communicating openly about cultural changes mitigate potential resistance from employees, thus ensuring seamless cultural integration.

Learn more about Corporate Culture

Optimizing Synergy Realization

One of the most critical aspects of any merger is the realization of synergies. Executives often question how to identify and quantify these synergies before the deal and ensure they are captured post-merger. The process begins with a hypothesis-driven approach during due diligence, where potential synergies are identified across revenue enhancement, cost reduction, and capital efficiency. A synergy tracking tool is then developed, which includes detailed initiatives, responsible parties, timelines, and impact estimates.

Post-merger, it is crucial to maintain a laser focus on synergy capture. Executive oversight and regular reporting on synergy realization progress are essential. A dedicated synergy realization team may be formed to drive the initiatives, ensuring they are executed as planned and any roadblocks are quickly addressed. According to McKinsey & Co., companies that prioritize synergy capture can outperform peers by 14% in shareholder returns post-merger.

Learn more about Cost Reduction

Addressing Regulatory Compliance and Risks

Regulatory compliance and risks are a significant concern in any merger or acquisition. Executives must understand the regulatory landscape, which can include antitrust laws, industry-specific regulations, and international trade compliance. Failure to comply can lead to substantial fines, legal battles, and reputational damage.

During due diligence, a comprehensive regulatory review is conducted to identify any potential compliance issues and risks. This includes engaging with legal experts and potentially liaising with regulatory bodies to preempt any concerns. Post-merger, a robust compliance framework is established, with clear policies, training programs, and a compliance monitoring system. The compliance team should report directly to the C-suite to ensure high-level oversight and swift action when necessary.

Leadership and Governance Post-merger

The structure of leadership and governance post-merger is a frequent point of discussion among executives. It's imperative to establish a governance structure that supports the new organization's strategic objectives while maintaining operational efficiency. This often involves a combination of leaders from both organizations to ensure continuity and fresh perspectives.

As part of the integration plan, roles and responsibilities are clearly defined, along with reporting structures. A transitional governance committee, including members of both organizations' boards, can oversee the merger's initial phase, ensuring strategic alignment and effective decision-making. It is also important to communicate the new governance structure to all stakeholders to build confidence and clarity.

Retaining and Integrating Key Talent

Retaining key talent is a significant concern, as mergers can create uncertainty and lead to the loss of critical personnel. An effective talent retention strategy begins with identifying key players in both organizations during due diligence. These individuals are often offered retention bonuses or contracts to ensure their commitment through the integration phase.

Post-merger talent integration includes clear communication about new opportunities within the combined entity, career pathing, and cultural assimilation programs. According to Deloitte, companies that actively manage talent retention and integration are 2.5 times more likely to experience a successful merger. It's essential to create a welcoming environment for new talent, recognizing the value they bring to the organization and providing them with the resources they need to succeed.

Long-term Strategic Vision and Market Positioning

Finally, executives are concerned about the long-term strategic vision and market positioning of the merged entity. The vision must be compelling, forward-looking, and widely communicated within the organization. It should outline the combined entity's aspirations, market positioning, and competitive advantages.

The strategic vision is translated into actionable strategic plans, with clear goals and initiatives. Market positioning efforts may include rebranding, marketing campaigns, and strategic partnerships. According to a study by BCG, companies that invest in brand strategy post-merger see a 3% higher total shareholder return than those that do not. The executive team must continually revisit and refine the strategic vision to ensure it remains relevant and drives the organization towards long-term success.

Learn more about Competitive Advantage Brand Strategy

Additional Resources Relevant to Deal Structuring

Here are additional best practices relevant to Deal Structuring from the Flevy Marketplace.

Did you know?
The average daily rate of a McKinsey consultant is $6,625 (not including expenses). The average price of a Flevy document is $65.

Key Findings and Results

Here is a summary of the key results of this case study:

  • Enhanced deal value by optimizing negotiation strategies, resulting in a 15% increase in projected revenue synergies.
  • Successfully integrated organizational cultures, reducing resistance to change by 40% within the first six months post-merger.
  • Implemented a balanced scorecard approach, achieving 90% of the set strategic, operational, and financial metrics within the first year.
  • Identified and began realization of cost reduction and revenue enhancement synergies, projecting a 20% EBITDA increase over two years.
  • Established a robust compliance framework post-merger, mitigating potential legal and regulatory risks.
  • Retained 95% of identified key talent through effective communication, retention bonuses, and integration programs.
  • Launched a rebranding initiative that contributed to a 5% increase in market share within the first year post-merger.

The initiative is considered a success, evidenced by the achievement of key financial, operational, and strategic objectives outlined in the report. The enhanced deal value and projected revenue synergies underscore the effectiveness of the negotiation and deal structuring processes. The significant reduction in resistance to change indicates a successful cultural integration, a critical aspect often overlooked in mergers. Achieving 90% of the balanced scorecard metrics within the first year is a testament to the meticulous planning and execution of the post-merger integration strategy. However, there were areas for potential improvement, such as the speed of synergy realization and the full integration of IT systems, which could have further enhanced outcomes. Alternative strategies might have included a phased approach to IT integration and earlier identification and tracking of synergy initiatives.

Recommended next steps include accelerating the remaining synergy realization initiatives with a focus on IT system integration to unlock further efficiencies. Additionally, continuous monitoring of the balanced scorecard metrics is crucial to ensure sustained value creation. To build on the initial success, the organization should also consider exploring new market opportunities that have emerged as a result of the merger, leveraging the combined entity's enhanced capabilities and market positioning. Finally, a review of the merger process to identify lessons learned and best practices for future M&A activities would be beneficial.

Source: Deal Structuring and Value Creation for Merging Professional Services Firm, Flevy Management Insights, 2024

Flevy is the world's largest knowledge base of best practices.


Leverage the Experience of Experts.

Find documents of the same caliber as those used by top-tier consulting firms, like McKinsey, BCG, Bain, Deloitte, Accenture.

Download Immediately and Use.

Our PowerPoint presentations, Excel workbooks, and Word documents are completely customizable, including rebrandable.

Save Time, Effort, and Money.

Save yourself and your employees countless hours. Use that time to work on more value-added and fulfilling activities.




Read Customer Testimonials




Additional Flevy Management Insights

Download our FREE Strategy & Transformation Framework Templates

Download our free compilation of 50+ Strategy & Transformation slides and templates. Frameworks include McKinsey 7-S Strategy Model, Balanced Scorecard, Disruptive Innovation, BCG Experience Curve, and many more.