Why Goldman Sachs Is Missing Out on This Year’s Biggest Deal

October 25, 2016, 9:05 AM UTC
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It has been six years since Goldman Sachs Group, a perennial No. 1 in the M&A league tables, did not feature as an adviser on the year’s biggest deal. But sticking with Rupert Murdoch over Bugs Bunny just cost it this year’s biggest deal.

Goldman (GS) missed out on an advisory role on telecom giant AT&T’s deal to buy Time Warner for $85.4 billion because of its perceived conflict stemming from advising media mogul Murdoch’s Twenty-First Century Fox (FOX) two years ago, when it made a failed bid for Time Warner (TWX).

The media conglomerate’s franchises range from CNN and HBO to Harry Potter films, hit TV show “The Big Bang Theory” and Bugs Bunny. The code name for Time Warner in deal talks was “Rabbit,” perhaps an homage to Warner Bros’ carrot-chewing, wise-talking cartoon character.

As a result, investment banking rival Morgan Stanley (MS) is now No. 1 in the U.S. merger advisory rankings with $435.3 billion in announced deals, about $435 million ahead of Goldman, which has $434.9 billion, according to Thomson Reuters data.

“CEOs value loyalty from investment banks and have long memories,” said Erik Gordon, a University of Michigan business professor. “This can put banks in an impossible position, because companies often expect them to turn down business now for the uncertain prospect of business later.”

To be sure, the year is not yet over, and on a global basis, Goldman remains the undisputed king. The 147-year-old investment bank has ranked No. 1 in the global M&A league tables every year since 1997, with the exception of 2009 and 2010, when it ranked No. 2 behind Morgan Stanley.

The last time Goldman missed out on the biggest deal of the year was 2010, on the $27.5 billion acquisition of Mexican telecommunications group Carso Global Telecom by America Movil.

But Goldman’s absence from the AT&T-Time Warner deal shows that even the most successful investment banks can miss out on mega-deals by virtue of companies showing a preference for advisers that stick with them rather than their competitors.

When this year’s second-biggest deal was announced last month, Bayer’s (BAYRY) $66 billion acquisition of seeds and agrichemicals group Monsanto (MON), Goldman was also absent from the advisers listed.

Goldman had won no favor with Monsanto after having helped thwart its hostile bid for Syngenta (SYT) last year by providing advice to the Swiss seeds company, and subsequently helping it sell itself to ChemChina for $43 billion instead.

The New York-based bank did, however, manage to secure a financing role in Bayer’s debt package for the Monsanto acquisition.

And Goldman’s allegiance to Murdoch has also paid off handsomely over the years. It advised Fox in 2014 on a $9 billion deal to sell European satellite TV firms to British Sky Broadcasting Group and on the corporate split of News Corp and Fox in 2013.


Top for Fees

Despite missing out on advisory roles on the two blockbusters of 2016, Goldman Sachs is still No. 1 for advisory fees worldwide, according to Thomson Reuters data, generating fees on $659 billion worth of deals so far in 2016, ahead of Morgan Stanley’s $620.5 billion. Goldman declined to comment.

Goldman is advising Reynolds American (RAI) on British America Tobacco’s (BTI) offer to buy the stake it does not own for $47 billion, and is also working with Qualcomm (QCOM) on a $37 billion takeover of NXP Semiconductors (NXPI) , which is expected to be announced this week.

A mix of big investment banks and boutique advisers shared the $240 million in fees earned from the AT&T-Time Warner deal, with an additional $100 million stemming from the $40 billion financing, according to Freeman Consulting Services.

Perella Weinberg Partners was the lead adviser to AT&T (T), while Allen & Co was the lead adviser to Time Warner. This buoyed Perella Weinberg to 15th in the U.S. rankings and 20th globally, and Allen & Co to 10th in the U.S. and 15th globally.

Citigroup (C) and Morgan Stanley also advised Time Warner, and along with Allen & Co, they will share $80 million to $120 million, according to Freeman.

Along with Perella Weinberg, JPMorgan Chase and Bank of America also advised AT&T and will share an estimated $80 million to $120 million in advisory fees if the proposed deal goes through, according to estimates by Freeman.

Of the $40 billion bridge loan supporting the deal, JPMorgan (JPM) is providing $25 billion, while Bank of America (BAC) is offering $15 billion. These financing banks will share about $100 million to $130 million in fees from this role, Freeman said.

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