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PRE-CLOSE BRIEFING M&A INTEGRATION TEAMS. 01. Communication Guidance. Communication Guidance for CEO, SC and Leads. Three Questions Everyone Will Ask: Can I trust you? Are you committed? Do you care about me? Deliberate – Authentic – Consistent Amplifying Your Voice and Vision

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  2. 01 Communication Guidance

  3. Communication Guidance for CEO, SC and Leads Three Questions Everyone Will Ask: • Can I trust you? • Are you committed? • Do you care about me? Deliberate – Authentic – Consistent Amplifying Your Voice and Vision • Visibility -- look for opportunities to be visible and face-to-face with people • Boots on the Ground versus Open Door Modeling Behaviors: Set the tone for the team Say/Do: Actions always speak louder than words • In times of low trust, ambiguous words and behaviors are interpreted negatively

  4. The Communication Challenge High Your Goal Builds trust, Builds confidence, Engages team, Builds alignment, Fosters action All talk, no action; Lose confidence in leaders Say (What am I saying?) Secrets! Creates aura of mistrust – undermines efforts at transparency No information, no visibility; Climate for disengagement Natural consequence of mergers Low High Do (What am I doing?) Source: Based on Roger D’Aprix “Say/Do Matrix”

  5. Communication Plan Objectives “Who’s who? How do I get things done?” Protect the base business; Maintain focus on day-to-day operations Make a good first impression • Deliver Day 1/Welcome Week playbook, timeline and training Support talent retention Transparent, timely communication about what matters Provide functional communication processes, tools, counsel Foster alignment around new company vision, values, goals Integrate and optimize core communication channels Align messaging to all stakeholder groups • Employees • Customers • Suppliers • Others • Investors • Media • Public “What does this company stand for? Do I want to work here?” “What’s happening? How am I affected?”

  6. Communication: Never Say These Things “We plan to take the best of both companies.” “Things will continue business as usual.” “This a merger of equals.” “Our cultures are very similar.”

  7. 02 Day 1 & Welcome Week

  8. Day 1 & Welcome Week Vision Day 1 Welcome Week Objectives • Close the Deal • Make a Good First Impression • Communicate with Key Stakeholders • Begin to Align the Organization Scope • Corporate – Ensure consistent message and coordinated outreach to key stakeholders • Cultural/Engagement – Positive, informative and engaging introduction • Functional – Provide employees with information needed to function on Day 1 • Branding/Signage – Consistent signage & branding (where required) Objectives • Make a Good First Impression • Maximize Touch Points • Begin to Align the Organization Scope • Welcome Teams: Leader & HR • Authentic interaction – minimal “pomp” • Connect with employees formally, informally • Simple • Locally Owned

  9. Day 1 Deliverables Game Plan • Enterprise-wide Master Timeline • Employee Playbook • Customer Playbook • Supplier Playbook • Facility Prep Guide (incl. local outreach) Resource Guide (PDF) Content driven by IMO/SBU/Functional Leads • “All I need on Day 1, nothing I don’t” • Company overview (scale, vision, principles) • Leadership info/org chart • Separated by Function • “What’s Changing” sheets • Key Contacts by function • Day 1 Critical policies, processes • Branding Guidelines • FAQs Collateral • Day 1 Webcast/Video • Day 1 Intranet Messaging • Day 1 Newsletter with Org News • Day 1 Leader Presentation • Key internal collateral (safety posters, etc.) updated and available • Temp signage solution shipped to all locations Welcome Week Schedule • CEO • SBU Leaders • Others Day 1 Policies • Updated media policy* • Updated crisis communication policy* * these items are likely out of scope for IMO, but should ensure they are on someone’s list

  10. Acquirer SC & Leads Planning Involvement Master Message/Playbook Development • Access to CEO, Strategy Development, IR, Legal, HR at minimum for message creation and periodic review • Meeting to socialize the communication plan with SC for buy-in, concerns, perspectives • Leadership team review of playbook(s) and feedback to surface known issues • SBU heads (or designees) will need to own SBU communication plans, with coaching, templates and other support as needed • Critical decision-making, as needed, insofar as it pertains to communication points • Will work through IMO leads where possible to minimize SC time requirements Heavy Involvement in Day 1/Welcome Week • Commitment to messaging and timeline, once finalized • Leadership visibility will be critical on Day 1, Welcome Week and into first 90 days • Support with scheduling, logistical coordination of Welcome Week (designees)

  11. Communication Integration Calendar February March January 2Q17 Shareholder Vote: Early Feb Transaction & HSR Milestones FTC “Path Forward” Guidance: Late Jan Second Potential Close Target Date: 3/15 HSR Potential 2nd Request: Early Feb First Potential Close Target Date: 2/13 Messaging Playbooks • Note: • Upon regulatory approval Acquirer will have 5 days to close transaction • Pre-close activities will include targeted outreach to key customers Complete by 2/3 Day 1 Timeline Development Complete by 2/3 • Includes: • Day 1 Newsletter • Webcast Presentation • Intranet Content Day 1 Collateral Development Complete by 2/10 Welcome Week Execution 2/20-3/15 Prep complete week of 2/13 Driven by FIL input Resource Guide Compilation Complete by 3/15 Integration Newsletter & FAQs Initiate on Day 1, running weekly/biweekly through Day 90

  12. Critical Path to Day 1 Pre-Day 1 • Leadership Letter, if legally feasible • Postpone newsletter to Day 1-90 February 28 – Messaging, timing lock-down • Master Playbook locked down • Day 1 Timeline nailed down Week of March 6 – Prep spokespeople • Customer-facing prep webcast • Supplier-facing prep webcast • Finalize Day 1 collateral materials March 10 – Testing and Resource Guide • Deadline for Resource Guide content • Day 1 logistics in place and tested March 15 – Execute Day 1 March 16-17 • Welcome Week prep and logistics • Prep site managers March 20 • Commence Welcome Week at high-value locations, brand HQs with CEO, SC and Leads By Month-End • Commence visits to all remaining sites • Provide internal branding electronically for site management • Provide signage guidance for site managers

  13. Welcome Week Agendas Leadership presence and visibility is key Agendas determined by managers • T-7 (countdown) prep session to review, so they can begin setup ~4-Hour Visits to interact with employees in formal and informal ways • Informal Meeting/Lunch/Dinner with Lead Team • Facility Tour – maximize employee touchpoints • Employee Meeting/Meet-and-Greet with Q&A • Invite public officials to Employee Meet-and-Greets, as appropriate • Consider media involvement as appropriate Message Focus • Introduce Company Culture / Walk the Talk • What Employees Can Expect

  14. 03 Post Day 1

  15. 90-Day Deliverables: Stabilization Integration Newsletter • Leadership Messages • Emphasis on early wins • High-level organizational announcements • Changes • News, Announcements • Ongoing FAQs • Functional, SBU Updates • “Get to Know Our Business column” Executive Communication Plan • Small-group sessions • Facility visits & walkthroughs • 1-1s with key talent Processes • Communicate Organizational Announcements • Integrate core communication channels and processes Ad Hoc Communication Planning • Deal milestone communication plans (Announcement, leadership letter, FAQ, talking points for leaders, news release, etc.) • Communication plans for implementation of large-scale change • Communication on emerging issues, TBD

  16. Year 1 (90+): Alignment Align Leadership Group • Joint leadership session(s) • Face-time • Relationship building • Align around goals and year 1 deliverables Culture Refresh • Post-Stabilization • Create a culture statement – vision, mission, values – that reflects the combined company • Communicate it consistently across the enterprise Go-Forward Communication Strategy, Resourcing* • Key Channels • Objectives • Roles & Responsibilities * This may be out of scope for IMO involvement, but will be a critical component of locking in gains made during the transition. Communication must not fall off the list on Day 91.

  17. 04 Critical Path / Next Steps

  18. Data Harvesting Priorities “How Stuff Works” • Imperative to get a sense of core communication norms, systems and processes in both the Acquirer and the Acquired Company in order to tailor a plan that fits within it • Communication channels • Policies and procedures • Leadership communication expectations and norms • Facility visits “Who’s on First” • Need to understand key players in communication processes and begin dialogue around planning Audience Data • Facility list and headcounts (HR) • Stakeholder groups and any sub-groups • Any existing FAQs

  19. Joint IMO Session (Communication Session) Communication Plan Overview • “Buckets” and objectives • The path to aligned messaging and timing • Solicit feedback on Day 1 / Welcome Week concept • Interactive session to identify issues, questions, risks, concerns, etc. Introduce Functional Communication Tools • Resource Guide • “What’s Changing” document • Communication planning template • Post Day 1 editorial calendar

  20. 05 Appendix: SAMPLE Day Before Close, Day 1 & Day 2

  21. Pre-Day 1 Deliverables (TBD) Integration Newsletter at TBD frequency Communication plan(s) for deal milestones, ad hoc (leadership letter, news release, FAQ, timeline) • HSR outcome • Pre-Day 1 org announcements (L1, L2) • Divestitures Manage employee feedback process – FAQs shared via newsletter Functional communication planning tools • What’s changing document • Communication plan template • Resource Guide planning Meet-and-Greet Opportunities Day 1 Training & Prep Sessions • Welcome Leaders • Customer-facing teams • Supplier-facing teams • Acquired Company Facility managers (w/HR) Prep Guides • Welcome Leader Prep Guide • Facility Day 1 & Welcome Week Guide • Process for facility branding transition Pressure-test communication infrastructure for Day 1 • Email distribution lists • Intranet access • Video capability/bandwidth issues

  22. Day Before Close

  23. Immediately Pre-Close

  24. Day 1 Upon Completion of Close

  25. Sample Day 1 Run of Show 9 a.m. CST – Financial Closing Begins • “Green Light” Email to Integration Team Leads • Press Release Announcing Close • Heads-up Calls to Public Officials, High-Value Customers, Others Enterprise Communications • Immediately Following Close – Email CEO Letter to All Employees • 11:45 a.m. – Extended Lead Team Call with CEO • 1 p.m. – All-Employee Webcast / HQ Town Hall Meeting Facility Communications • Distribute Day 1 newsletter to employees • Update interior signage/posters/banners • Unveil exterior signage • Distribute hardhat stickers, shirts • Info distributed through customary channels • Local media inquiries / interviews • Community outreach Function CommunicationsDepartment Meetings, Conference Calls, Webcasts • General Introductions • Leadership/Org Structure/Reporting Relationships • What’s Changing/What’s Not Changing • High-Level 90 Day Integration Plan

  26. Day 1 + Welcome Week Strawman Note: given # of facilities, this Acquirer’s Welcome Week plan would be significantly more extensive

  27. Day 2

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