Welcome to the #1 Online Finance & Investment Banking Community for
the UK and EMEA!

By registering, you'll be able to contribute to discussions, send private messages to other members of the community and much more.

Sign Up Now

M&A or Corporate Development?

Jan
18
7
Many students will think working in M&A is tiring, and that it means working from early in the morning until late in the evening (or early the next morning). Other students believe this entails only working on PowerPoint presentations – which is in fact often the case. However, this would only apply in your early years as a junior banker. The more experience you gain, the more exciting it gets. Further down the line, you will have a chance to work on business models, and work on a transaction from start to finish. Negotiating terms and structure will however require more experience, and will likely be possible only from the Vice President level. Overall, what does this mean more precisely, and what is the day-to-day work like?

M&A bankers are advisors to public or private corporations, pension funds, and private equity investors to help them purchase or sell a new company, or a single asset. In M&A, there is the buy side and the sell side. M&A advisors usually prefer sell side mandates because the probability for your client to sell the asset/company is very high, hence the probability to get a success fee will be high as well. However on the buy side, the more bidders there are, the less likely your client is be to be selected in the end. This is one of the occasions when Managing Directors will step in and make a difference: using their connections to get more deals for the team. Some well-known banks like J.P. Morgan or Goldman Sachs will have the luxury of being able to pick the best, or more precisely the more lucrative deals, whilst smaller banks or boutique M&A firms will look for the smaller deals, or those which appear more complicated to close (mostly on the buy side, since it’s less likely to get a success fee).

In summary, M&A advisors work for their clients, and will answer all of their requests. They are the intermediary between the seller (or buyer) and their client, which will include reviewing many documents, and asking or answering a lot of questions. The role of the advisor is to use their experience to best understand the asset, and help its client to buy or sell it. This will include the valuation of the asset, which can be accomplished using different methodologies, including with a cash flow model or peers comparison. Because M&A bankers have many different transactions going on at the same time, they will have to read through a lot of information and prepare several documents. This is why M&A bankers work very long hours, but it also means they are paid accordingly. M&A bankers will generally be paid on a success fee, and sometimes add a monthly retainer (i.e., a monthly fee, not based on the success of the transaction) for the buy side to still get some reward for the work done if a transaction does not go through. Fees will depend on the size of the transaction, and who the bank is. If this is an important reputable bank, fees will likely be higher, unless the deal is seen as very lucrative, and the bank is willing to lower its fees in order to win the mandate. In my experience, fees for transactions above USD 300m are around 1.5% - 2%. According to Class VI Partners (https://www.classvipartners.com/blog-article/the-mysteries-of-ma-fees/), fees for USD 100m+ transactions will be between 1% and 3%, but again the fee structure might vary and offer some upside if a deal goes better than expected. Receiving 2% may not sound like much at all, but when you bear in mind that this could be for a USD 100m transaction, it represents a more tempting USD 2m fee. For this kind of deal, a single M&A team of 5 people will be enough for most of the transaction which is likely to close within 6 months. If you add up all the deals that one team can take simultaneously, this quickly adds up to tens of millions - for a team of 5 people, and per annum (that is if they are all successful of course).

A lesser-known but quite similar work is corporate development. The corporate development team will be the equivalent of the M&A bank, but will be employed and work for the corporation itself. A big corporation like Trafigura will have its own M&A team in house. The difference between M&A and corporate development is that the corporate development analyst will be working on multiple deals, but only for the company this analyst works for. For example, if an analyst works for Company A, and company A wants to acquire company B, the analyst will study, value and work to make this transaction happen, including structuring and financing as well. The analyst will also work on integrating the asset within Company A once the transaction has closed. This way of working is different from M&A : the corporate development team works for the strategy of one company, to develop it over the longer term, whereas an M&A team will look to close one deal for one client and move on to the next deal (remaining in good terms with the client in case other deals come up). It is a different kind of work compared with M&A since the analyst needs to understand the business of the company, and find the best structure to acquire and finance the company, or asset. This means working on different work streams, which requires a lot of resources. Corporations that already have an in-house M&A team, will sometimes hire an M&A advisor to help with the transaction so the corporation's M&A team can focus on the strategy for the group, as well as the financing and structuring of the transaction in parallel : corporate development can be seen as project management for M&A transactions. Those teams typically work shorter hours than M&A bankers because the deal flow is different, and the team focuses on the strategy of the wider group, and not on having as many deals as possible. This also means that a corporate development analyst tends to have a lower salary than an M&A banker given the work load is not as intense.

In conclusion, there is not necessarily a better career choice out of those options - it really depends on what you are looking for personally, and what kind of work/life balance you are after.
 
This is a very interesting topic. I have some experience in M&A at IBs but not so much on the company side. I imagine that a corporate development analyst at a company has to analyze other companies within the same industry, identify potential acquisition targets, come up with a maximum price and check if that company is interested in some type of an M&A deal.
I wonder what is the impact of having an in-house corporate development department on the overall expenses of the company for M&A. Are the costs lower/same because a lot of the work is done internally or higher because the company needs to pay both its employees and advisors for the same work?
I have some ex-colleagues who worked for top-tier investment banks for a few years and later moved to corporate development roles to have a better work/life balance. Most of them moved to small/mid-sized corporations like "XYZ Energy". In my view, this is not a great idea and has a negative impact on one's career prospects. Such a move makes sense if creating a family is your main priority or if you have some health concerns.
I am also not sure how secure are corporate development jobs. I mean if a company enters into a difficult period it is very unlikely that it will want to make acquisitions or merge with another company on unfavorable terms.
 
That is correct. A corporate development analyst will have to find potential targets, analyse valuations, etc. However, banks will also send many deals to the corporate development analyst, knowing they would be interested in the asset – you see very regularly both strategic and financial bidders in transactions. However, the industry range looked at can be quite wide because corporations often look to reduce their risk with diversification. The corporate development job will also be more varied than in an investment bank because banks will have various teams, specialised in different sectors and/or tasks (M&A, financing, etc.). A corporate development analyst will get to work on all this and see the transaction from all sides.

There is indeed a cost implication when having an in-house M&A team. This will however depend on the company’s strategy: they can choose not to use an investment bank to help, in which case this will be very beneficial for the company. However, if they choose to use an investment bank, this will mean additional costs. Nevertheless, these costs are necessary: on the one hand, a corporation needs to focus on its day-to-day operations. On the other hand, the in-house M&A team will be able to focus on the strategy of the wider group. Also, this additional cost will be marginal given a corporate development team will not charge a high fee for every successful transaction - unlike an investment bank, so it would be limited to salary plus bonus for a few people. The team will generally be quite small compared with the overall business – i.e., a team of 5 could be enough for a 5,000 people company.

This career move depends on anyone’s preference. The impact is mainly on the salary and on the time spent at work. Anyone feeling overworked in an investment bank might prefer having a social life and enjoying some free evenings. Also, investment bankers are working for the corporation (i.e., the corporate development analyst) whilst the corporate development analyst can focus on the wider strategy of the group.

Finally, corporate development analysts do not work solely on merger or acquisitions. They work on the strategy for the group - potentially on diversification for example – but also on the global financing for the group (i.e., potential refinancing of maturing debt). If we consider two potential scenarios: If the group is in difficulty, the role of the analyst will be to work on a potential restructuring. However, if the company is doing well, it is more thank likely they will want to expand, even if deals are smaller size. Considering all this, it is quite a secure job compared to an investment bank where you have to continuously find deals to be relevant for the bank. Investment banking is quite volatile because each team has a very specific role: you can see all the recent layoffs in major banks because of the current unfavorable economic environment. Also, if a particular sector is impacted by the current economic environment, this will likely impact banks first (if no one is making any M&A deals, banks won’t have deals to work on either)
 
Yeah, this is a really good post. I wasn't aware of the transaction fees prior to reading this and looked into it deeper, trying to ascertain if this commission rate was consistent throughout the industry or continent/country-dependent––I found this article below discussing private M&A in the UK vs the US pretty informative, there seem to be more limitations in general in the UK re. loss claims, warranties etc. and less insurance coverage in the UK vs the US––although, U.K. policies typically have premiums of 1% to 2% of the insured amount while the U.S.' is 2% to 4%, constrained by a limited amount, so the U.S insurance is more comprehensive, albeit more expensive.

(https://www.armstrongteasdale.com/t...g-private-ma-transactions-in-the-u-k-and-u-s/)
 
Last edited:
Back
Top