economic development

Mergers and Acquisitions

Anybody with an accounting or finance class or two on the old transcript has at least a passing acquaintance with this latest blog topic. Upgrade to a CPA or, as in my case, a matching pair of business administration degrees, and you up the ante quite a bit. But put a handful of the largest and most visible on your resume and it jumps by leaps and bounds.

These days, when choices abound for communication providers, both wireline and wireless, it’s hard to imagine the days when government regulation was so heavily involved that somebody like me practically made a career out of it. But I did!  Starting back in the early 1980’s when I was working on my graduate degree, I did a research paper in my business law class about how MCI (remember them?) sued AT&T to be allowed to connect to the network.  Seems quaint now, but that started the industry down a path of mergers, divestitures, acquisitions and an eventual technological explosion. Little did I know what was to come!  Here are a few lessons learned from that front row seat.

DON’T BE AFRAID TO SHARE YOUR IDEAS, EVEN IF YOU DON’T HAVE ALL THE ANSWERS

When the GTE/Bell Atlantic merger was announced in 1999, it was big news in the telecom world. While some put the value at $52 billion, the number I recall being tossed around at the time was $60 billion.  Doesn’t matter much 20 years later, that’s a big deal either way.  What I remember was that we were going to be about 90 days behind a similar telecom merger, one that had a plethora of state and federal regulatory requirements that had to be met before it could close.

Figuring we would get the same treatment, I scheduled a meeting with GTE’s then-VP Regulatory, armed with nothing but a one-page Excel sheet. My suggestion was that he appoint “somebody with expertise in project management,” put together a team and using software like Microsoft Project, set up a team to identify and track the deliverables.  What I knew was that it would be huge!  The next week I was to head out on a European vacation.  He wished me safe travels and told me that when I returned I should pick my project team and get to work!  I barely knew how to spell Microsoft Project!

SURROUND YOURSELF WITH THE BEST PEOPLE

When I returned from vacation, I knew I wanted my two best colleagues (one an attorney and one in training) to join me in this adventure. We added someone from IT who had Microsoft Project expertise, and off we went!  We commandeered a conference room and started inventorying all the state and federal requirements that had to be met before the merger could close.  Initially, we projected based on the other merger, but then began to update with the requirements that applied to our merger.

Before long we had a critical path as well as a start in identifying which business units (pre- and post-merger) were responsible for delivery of each action item within the plan. Interestingly, this became the early foundation of the Verizon Regulatory Compliance organization that I remained a part of until my retirement in 2006.  Also of interest, we saw from the critical path that the merger close date was looking like June 30, 2000.

In former Verizon CEO Ivan Seidenberg’s book Verizon Unleashed, he doesn’t say much about the merger close date, other than that it was “delayed.”  I think after 20 years, I can say that it wasn’t delayed in my memory.  It closed on June 30, 2000.  However, Wall Street was given two other dates (12/31/99 and 3/31/00) before the actual close date I had predicted was achieved.  No, I’m not smarter than the CEO.  We were closer to the working details and nobody between our team and the CEO was willing to share news contradictory to what he wanted to see happen.

ZERO TOLERANCE FOR BAD BEHAVIOR

Something I really do like about what I learned from then-CEO Seidenberg was his attitude of zero tolerance for bad behavior. In a heavily regulated industry, establishing a regulatory compliance infrastructure in such a huge corporation that spanned coast to coast was an immense challenge.  Starting with the top, however, were C-suite execs who knew Bernie Ebbers, the CEO of WorldCom.  Bernie went to prison for his role in accounting fraud and was considered in some quarters the worst of the worst until Madoff in 2008.  When GTE re-entered the long distance business in the 1990’s, we leased capacity from WorldCom, then later acquired the company (renamed MCI in an attempt to escape the scandal). Enron may have gotten more press, but in the telecom world, everybody knew about Bernie and his exploits.

SHARE WHAT YOU KNOW WITH OTHERS

Something else I learned early on was to share what I know with others. Some people think that if you keep (hoard) what you know, it will be job security.  I have found the opposite to be true.  While I can’t promise that you will end up with a business trip to Hawaii if you follow my advice, very early in my career I ended up second in command on a corporate task force because I shared something I had figured out about some new billing conversions.  Those of us who held on long enough to make it to Grinnell, IA (not the glamour travel capital of this particular project) got to go on the Honolulu leg. By adding a week of vacation onto the trip, I had a fabulous first trip ever to the 50th state!

HEAD DOWN, WORK HARD, EVEN (ESPECIALLY) DURING TIMES OF CHAOS

If you have ever been through a merger, acquisition or reorganization of any size, the one thing that is constant is chaos. No matter where you turn, there are people wondering if they will have a job tomorrow, if they will have to move—well, you get it!  Been there so many times myself that I have lost count.  The one thing you can do to virtually guarantee a bad outcome for yourself is to give in to the nonsense by hanging out in the halls and passing along the latest rumors instead of continuing to produce your best work.  Always a good idea to check in with your boss periodically to ask, “Anything you need?  Have my deliverables or goals changed? I will keep doing what I have been doing until you tell me to stop.”  After all, the boss is likely going through the same thing that you are.

BUY (ACQUIRE) IF YOU CAN’T MAKE/BUILD INTERNALLY IN A QUALITY AND TIMELY MANNER

Here’s where today’s experience has come into play. I’m sort of on the outside looking in on this one, since the Kaplan University acquisition (now Purdue Global) isn’t one that I have been closely involved with.  However, I have always been of the opinion, and learned in my business classrooms, how to do a solid make vs. buy decision.

Having been with Purdue University for nearly a decade when the Kaplan University acquisition was announced by President Mitch Daniels, I knew that we were lagging behind many others in providing online options. I won’t reiterate all the reasons here, as you can find them just about anywhere, should you choose to do so.  In the early stages there were both advocates and detractors, as you can imagine.  I chose to take a wait-and-see approach and advised others to do the same.  From a purely business standpoint, acquisition is a valid option for consideration.  Looking at a number of Purdue’s other moves in recent years, I was willing to see how this pans out.  So far so good.

IN CLOSING

Two careers, one built upon another, and both built upon a solid Indiana education. Now I am hoping that the experiences of decades in both, shared here, help others as you go through your journey.

Thanks for reading. Looking forward to your comments and connections, both virtual and in person.

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