You are viewing just a glimpse of the 100+ pieces of sophisticated insight and analysis produced by our full-time team of senior financial journalists every day. For full access, check to see if your firm has a license to The Deal Pipeline or login using your existing credentials.
Know your ID?
Username:
 
Password:
Go

Subscriber Content Preview | Request a free trialSearch  
  Go

Video

Share  |  Discuss  |  Reprint

Do corporations need M&A bankers?

Published October 30, 2009 at 11:30 AM
dealdecade125x100.jpgIn case you haven't heard -- or seen trumpeted on our home page or in the magazine -- 2009 marks The Deal LLC's 10th year. We've been celebrating since January with our ongoing Decade of The Deal project. And the current issue of The Deal magazine offers analysis on the dramatic events that have defined the M&A market since 1999. 

Of particular interest to corporate dealmakers is the story Nice work if you can get it. In it, Vipal Monga and I explore how the relationship between investment bankers and their corporate clients has evolved. The bankers and corporate executives interviewed for the story agreed that corporations have gotten better at doing deals. They've built in-house M&A teams that are as capable as any investment banking team at identifying targets, gathering market intelligence and conducting due diligence.

"The assumption that you need a banker on every deal is going away," says Michael Frankel, senior vice president of business development and M&A for LexisNexis, a provider of work flow and risk management services. "It's no longer enough for a banker to say 'Here's how to do the deal.' Bankers are being asked to demonstrate value more often."

These days that comes in the form of specialized industry knowledge, debt restructuring, tax structuring, sophisticated analytics and insight into a target's management or board. "Clients want more color around the name, not the name itself," says Chris Hite, co-head of global health care at Citigroup Inc. (NYSE:C). And certainly there's a premium on the capital markets expertise a banker can provide.

Says Rob Kindler, head of global M&A at Morgan Stanley (NYSE:MS):

"The investment bank can bring a perspective on what the rating agencies are going to do on the debt side, how the debt is going to trade, what the capital markets reaction is going to be. [That] is very difficult to get in-house expertise on because you're just focused on your own company, rather than the whole market." (See video).



Of course, there are some companies that just seem wired to keep their dealmaking in-house, even on complex transactions. Oracle Corp. (NASDAQ:ORCL) is proceeding with its $7.4 billion bid for Sun Microsystems Inc. (NASDAQ:JAVA) without a financial adviser. It also reached its $8.5 billion agreement to buy BEA Systems Inc. in 2008 -- a hostile deal with Carl Icahn invested in the target -- without the help of bankers.

Similarly, Google Inc. (NASDAQ:GOOG) didn't use bankers when in 2006 it acquired radio advertising technology maker dMarc Broadcasting Inc. for $102 million up-front and up to $1.14 billion in additional payments based on performance over three years. That is a hefty earnout, one that an outside financial adviser might have cautioned against. "It was learning by jumping in the deep end," says Michael Adair, who led North American finance at Google between 2004 and 2008.

That Google didn't rely heavily on investment bankers didn't keep bankers from calling. "I think there was a lot of frustration, with bankers thinking, 'We're doing a lot of free work for Google, and we're not getting any deals,' " says Adair, who spent three years in investment banking at Lehman Brothers Holdings Inc. and Merrill Lynch & Co. "But that's the business model, and every bank wanted to get a piece of Google."

It is possible Intel Corp. (NASDAQ:INTC) inspires a similar frustration. With deep in-house deal expertise and a steady flow of manageable transactions, Intel has used investment bankers in just two of the nearly 90 deals it has completed in the past 15 years. And yet it still speaks to plenty of them, gathering market intelligence and data free of charge. But also presumably offering insight into which markets or products it's placing its own bets.

Still, in a market as volatile as the present one, some corporations that have in the past relied mostly on in-house deal expertise seem more open to using bankers. "While we haven't had a pattern of using banks," says Elias Mendoza, VP of corporate development for IBM Corp. (NYSE:IBM), "I think the nature of the environment, the way things are evolving competitively in M&A in our spaces, we'll be open to using banks more than we have before."

M&A bankers will be no doubt be happy to hear that. - Suzanne Stevens

Also check out these videos:



Share:
blog comments powered by Disqus

Meet the journalists



Movers & Shakers

Launch Movers and shakers slideshow

Ilene Heller joined Venable LLP as of counsel in its food and drug law practice in Washington. For other updates launch today's Movers & shakers slideshow.

Video

Apollo's Sam Oh on evolving GP-LP relationship

The Apollo Global Management partner talks LPs and GPs with The Deal Pipeline at the 18th annual Wharton Private Equity & Venture Capital Conference. More video

Sectors