GreenOak Real Estate and Sun Life Financial subsidiary Bentall Kennedy announced the news of a $940 million merger this past December, but it took 15 months of intense work to reach an agreement. Anticipating many more mergers and acquisitions to come in the private real estate industry, GreenOak founding partner Sonny Kalsi and chief operating officer Andrew Yoon talked onstage at the PERE CFO/COO Forum this week about their biggest lessons learned from the process.
- Keep quiet, but overcommunicate once the news breaks
One of the hardest aspects of the Bentall GreenOak merger was keeping the news from their own team in order to maintain stability within the firm and make sure the investor base did not get concerned, Yoon said. The process was kept private until there was absolute certainty about the decision to go through with the merger and the counterparty – a public company with rules around disclosure – also received clearance. However, once the announcement was made, communicating how team members would fit into the new entity was key.
“[Your staff] want to understand what’s in it for them, naturally, and you need to spend the time to explain that,” Yoon told conference attendees.
- Much of the work falls on the COO
Approximately 80 percent of the work relating to the integration in the merger will fall on the chief operating officer and their team because of the impact the transaction will have on GreenOak’s operations, according to Kalsi. Aside from the alignment of teams, Yoon will need to sort out smaller details like login information, email addresses and paychecks for the combined firm. After the deal closes and GreenOak and Bentall Kennedy officially integrate, discussions around combined costs and the best business model regarding certain operations will continue.
- Start with a professional advisor
GreenOak eventually hired investment bank Evercore to provide financial advice on the transaction, but not before trying to navigate the initial deal process independently. Kalsi advised conference attendees to hire a strategic advisor from the start and allow time to prepare for the M&A process.
“If we could do it again,” Kalsi said. “I would have had them spend three months getting us ready for primetime because that’s what they do for a living.”
Furthermore, Kalsi noted that getting everything mapped out and financial statements prepared to the standard of a publicly traded Canadian company was a real challenge.
- A merger is a full-time job on top of existing responsibilities
Nothing could have prepared Kalsi for the work it took to navigate the M&A process on top of running the business day-to-day, Kalsi said, joking that the grueling undertaking led him to gain 15 pounds and grow a beard. Conversely, Yoon said he lost weight as a reaction to the increased stress levels. Because much of the process was kept private, Yoon and Kalsi could not turn to team members that they usually relied on. They found themselves working late to fulfill ongoing day-to-day responsibilities on top of the work needed to execute the merger.
- Take advantage of the resources
Sun Life Financial has around 200 data scientists, according to Yoon. Though GreenOak had not previously leveraged its own data very much, he said he would like to make data a big part of the business going forward. Sun Life’s financial support and distribution will also be a resource to the GreenOak team, Kalsi added.
Yoon and Kalsi both expect more consolidation in the market and they encouraged managers to go out and consider the opportunities available to them.