I work at MM bank. Almost all of our clients are private for sellsides and run fairly normal processes (juniors handling marketing materials/model (although a lot of the time this is really just taking management's projections in ugly excel pages, and making it look pretty), ndas, setting up diligenece calls/ management presentations, bid books, handling diligence requests, etc.) The lawyers end up handling most of the negotiations of the SPA, but the bankers do participate in these calls, we just don't typically have as big of a role here.
However, I assume that on these megacap strategic deals (like the shell/BG, TWC/Comcast, etc.), there isn't a sellside process, and that these deals happen when one of the ceo's calls the other and it goes from there. The buyside advisors, I guess they can run some accretion / dilution analysis, but what do the sellside advisors do? Coordinate the diligence and help with the negotiations? what else are they doing?
Also don't have much experience with "multiple advisors", don't exactly see how a process works with multiple advisors, but again my experience is limited to being the exclusive advisor always.
Interested in this also...bump
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I have a friend who's worked at both, and he said the main differences are that MM processes tend to be scattershot (go out to as many relevant buyers as possible and see who sticks - lots and lots of busywork for the juniors as you know) while the megacap deals are somewhat more strategic (figuring out what really matters to each party and structuring around that. Megacap deals also typically involve a public angle so there's a lot more regulatory and legal stuff you have to deal with).
Sellside advisors in larger deals do pretty much what they always do - they manage the information flow, help coordinate diligence, prepare materials (just because a company is public doesn't mean the buyer has all he needs), do a fairness opinion, run a go-shop process, etc. At the senior levels, it's about driving a higher price for your client - as you mentioned, in many cases, there isn't a process to start, so a buyer isn't going to propose his highest price first, and it's up to the sellside bankers to figure out how to get that price higher.
Having done $20bn+ deals as a post-MBA associate at a BB before moving to MM, I can discuss a bit.
I think the OP's MM characterization is pretty fair. Probably a little too dreary, but whatever.
On the mega deals it is exceptionally more quantitative. On the $20bn+ sell-side we did, were were constantly running valuation impications on different cash / stock splits, modeling out the make-whole premiums on debt with CoC clauses (I spent literally a week straight reading through debt covenants because out LevFin group was for shit), preparing fairness materials (DCF, Comps, etc.) - which requires going to internal fairness committees where the discount rate is debated for 2 hours. No one under MD level is involved in negotiations in mega deals usually. Especially considering the seller may have 2-3 advisors with 3-4 MDs / group heads each...just no room for the VPs and lower.
One additional point, being on a mega deal is largely a factor of timing. The VZ / VODA deal was discussed on an off for 10+ years before it finally got done. Which essentially means, 9 analyst classes did a ton of work for nothing...and lucky number 10 got the deal.
Large deals are way too political. At the end, its a dick size contest.
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