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Boutique advisers among heavyweights on CBS-Viacom merger

A handful of boutique financial firms appear among the typical banking giants advising on recent media megadeals, including the pending merger of CBS Corp. and Viacom Inc.

The $20.91 billion deal to create the new ViacomCBS is the largest U.S. media consolidation transaction announced in 2019 to date, and it ranks among the top 10 media deals of the past several years. The transaction involves seven financial advisers between CBS and Viacom, three of which have worked on several other top media consolidation transactions: Morgan Stanley, JPMorgan Chase & Co. and Centerview Partners LLC.

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Centerview, the smallest of the three, advised on four of the top 10 deals, or $207.73 billion in aggregate gross transaction value. That compared to Morgan Stanley's $266.88 billion in aggregate value from six of the 10. JP Morgan advised on $295.18 billion in aggregate transaction value or seven of the 10 big U.S. media deals.

Centerview and JPMorgan are among CBS' four financial advisers for its pending merger. The other two are Lazard Ltd. subsidiary Lazard Freres & Co. and Moelis & Co. Viacom's financial advisers for the transaction include Morgan Stanley, Evercore Inc. and LionTree LLC's advisory unit.

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LionTree, founded in 2012, had the fewest total deals in its record among the group working with CBS or Viacom, with 83 across industries, according to data compiled by S&P Global Market Intelligence. LionTree focuses largely on technology, media and telecommunications deals, while the other investment banks on the CBS and Viacom deal work across a range of sectors. Centerview had 1,554 M&A deals in its advisory portfolio across industries since its founding in 2006, about a quarter of the number attributed to JPMorgan and a third of those advised on by Morgan Stanley.

Changes to consumer behavior and the growing interest in streaming video content have driven a wave of M&A in the media and entertainment sector in recent years. The most recent peak for U.S. media consolidation deals came in in 2017, a year that saw deals in which media and entertainment companies were acquired by buyers whose lines of business include movies, entertainment, broadcasting or satellite operations. The prior year had fewer total deal announcements, at 146. But one of those was AT&T Inc.'s $109.26 billion acquisition of Time Warner, later known as WarnerMedia, which ranks as the largest U.S. media transaction since 2005. Morgan Stanley collected $45.0 million as a financial adviser to Time Warner on that transaction.

Centerview worked alongside JPMorgan and other financial advisers on another large consolidation deal that closed this year: The Walt Disney Co.'s acquisition of various assets from 21st Century Fox. Centerview collected $22.0 million in fees from its work with Fox on that $90.58 billion transaction; JPMorgan collected $27.5 million from Disney.

Morgan Stanley, JPMorgan and Centerview also all had a role in Comcast Corp.'s $16.70 billion acquisition of the remaining 49% stake in NBCUniversal Media LLC it did not already own, a deal announced back in 2013. Adviser fees were not disclosed for that deal. Fees have also not been disclosed for the pending CBS-Viacom merger.