1. PRE-CLOSE BRIEFING M&A INTEGRATION TEAMS

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
When possible, inform employees first
Be transparent and timely in communicating with key stakeholders, even (especially) if the news is negative
Minimize unnecessary “noise”
Be ethical and honest
When possible, communicate proactively instead of reactively

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
Ambiguity is interpreted negatively
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
Functional
Cultural
Transactional
Investors
Media
Public
Others
“What’s happening? How am I affected?”
“What does this company stand for? Do I want to work here?”

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.”
When possible, inform employees first
Be transparent and timely in communicating with key stakeholders, even (especially) if the news is negative
Minimize unnecessary “noise”
Be ethical and honest
When possible, communicate proactively instead of reactively

7. 02
Day 1 & Welcome Week

8. Day 1 & Welcome Week Vision
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
Welcome Week – not just fly to SLC – extend it. You need to be visible
Plan executive visbility for 90 days

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)
What he and the lead team need to start doing now:
Need to start developing messaging now -- so

11. Communication Integration Calendar
January
February
March
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
Prep complete week of 2/13
Execution 2/20-3/15
Resource
Guide Compilation
Driven by FIL input
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
Prepare for loop with Australia

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
Working Session: How do we make it better??

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
distribution lists
Intranet access
Video capability/bandwidth issues

22. Day Before Close Date Action Owner NLT 12/29
Resolution of DOJ Review Process Announced
Receive Confirmation of Close Date
12/29 (Confirming)
Ship items to facilities
12/29
Prep session for Welcome Teams
(walk through Welcome Leader Playbook)
Finalize call/webcast logistics
Send invites and final communication kits to prep session participants
12/30
Prep for Facility Managers/HR Managers
(walk through Day 1/Welcome week plans, materials, timeline & expectations)
Communication Prep for Company A managers
(walk through Day 1 timeline, communication materials, communication tips)
Communication Prep for Company B managers
Communication Prep for Company A Commercial Leadership (walk through Day 1 timeline, communication materials, process)
Communication Prep for Company B Commercial Leadership (walk through Day 1 timeline, communication materials, process)
Supplier Communication Prep – All
(walk through Day 1 timeline, communication materials, process)

23. Immediately Pre-Close
Time (EDT)
Item
Owner
12/30
Send invite to Company A Lead Team call with CEO
Night Before
Union Heads up call
Heads up to international reps
DAY 1 – 1/2
9:00 AM
Company A Leadership Team call with CEO (hosted remotely)
New Company Executive Leadership Team call with New Company CEO
10:00 AM
Financial Close Begins

24. Day 1 Upon Completion of Close
Time
Action
Owner
12:00 EDT
(Ballpark)
Financial Close Completed/"Green Light" distributed
(Leadership Team, Company A & Company B FILs, etc. All Communications)
National Press Release (Distribute investor webcast notification attached to press release)
Day 1 Newsletter - incl. Town Hall webcast invite
Distribute local press releases at "new" facility communities
Website Go-Live
Intranet Content updates go-live
Heads up to local union
Call Key Customer Contacts
press release and letter to government relations contacts
press release to trades
Call local mayors / key local officials; share local community letters, if applicable
Begin contacting state officials
Post/Share PDF/hard copy Day 1 Newsletter
1:00 PM
Begin customer outreach (includes cascading information to internal customer-facing teams and distribution to customers)
Begin supplier outreach (includes cascading information to internal supplier-facing teams and distribution to suppliers)
Call critical PA/Trade Contacts
Afternoon
Field media inquiries; set up interviews for CEO/CFO as needed

25. Sample Day 1 Run of Show 9 a.m. CST – Financial Closing Begins
“Green Light” to Integration Team Leads
Press Release Announcing Close
Heads-up Calls to Public Officials, High-Value Customers, Others
Enterprise Communications
Immediately Following Close – 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 Communications Department 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
Day 1 – Corporate & Functional
Welcome Week – Facility Engagement Events
7/1
7/2
7/3
Enterprise Communications
Media Outreach
Investor Outreach
HQ Town Halls
Employee Webcast
Customer Outreach
PA Outreach
Community Outreach
Org Announcement
Functional Leaders
Functional Alignment Meetings
TBD based on functional needs
CEO/SVP- HR
Co B Headquarters
Key Facility Visit
Other SBU Leads, paired with HR SME
Webcast/Call with Direct Reports
Key Sites in their area
Key Sites in their Area
Designee / HR
(same as above)
Note: given # of facilities, this Acquirer’s Welcome Week plan would be significantly more extensive

27. Day 2 Time (EDT) Action Owner 8:00 AM
Functional communications begin (TBD)
Continue customer outreach (includes cascading information to internal customer-facing teams and distribution to customers)
Continue supplier outreach (includes cascading information to internal supplier-facing teams and distribution to suppliers)
9:00
Company B Headquarters Walkthrough
10:00 AM
Investor Webcast**
11:00 AM
All-employee Town Hall
11:30 AM
Company B Employee Q&A
Company A Employee Q&A
3:00 PM
Other Operational HQ Walkthrough
5:30 PM
Facility Communication Debrief Call
6:00 PM
Strategic Leadership Team Debrief Call