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Google Finds Its Deal Whisperers at Old-School Bank Lazard

Liana Baker, Gerrit De Vynck and Sonali Basak

(Bloomberg) -- It’s been an up-and-down few years for Lazard Ltd., the storied blue blood investment bank.

Its share of deal advisory work worldwide is ranked at its lowest in almost two decades, falling behind rival Evercore Inc., Bloomberg data show. Top Lazard bankers such as Matthieu Pigasse and Antonio Weiss have left and a few offices closed.

Yet amid the setbacks, Lazard, founded in the 1800s as a dry goods merchant, can count on a surprising and steady source of business: Google, the quintessential Silicon Valley firm. Over the last decade, Lazard has quietly become Google’s go-to adviser, bringing it the cachet -- though not big fees -- of working with one of the world’s largest companies.

Lazard has represented the Alphabet Inc. unit on every takeover where it used an outside adviser -- a total of $22 billion in transactions over that period, from Motorola Mobility for $9.8 billion in 2011 to Fitbit Inc. for $2.1 billion this month. For its many smaller transactions, Google generally uses its in-house banking staff.

That kind of relationship, while informal, is rare these days, especially in the cut-throat world of technology investment banking. Companies typically use a variety of banks when doing deals. The Google-Lazard tie-up -- put together almost a decade ago by one of its bankers, Vernon Jordan, the well-connected power broker -- is more reminiscent of the century-old banking relationship between General Electric and what is now JPMorgan Chase & Co. And like that one, it reflects in part personal relationships and a desire for discreetness.

“This harkens back to the old line way of banking where corporations would have this kind of relationship with an institution for decades,” said Barbara Byrne, a former vice chairman at Barclays Plc and now a director at CBS Corp.

Antitrust Scrutiny

The Google business alone won’t make or break Lazard, to be sure. The New York-based firm’s share of global M&A by deal value is just 4.3% this year, the lowest since 2001, according to data compiled by Bloomberg. That share has especially tumbled in recent years as rainmaker bankers such as Ken Moelis, Paul Taubman and Blair Effron founded their own boutique firms that compete on megadeals.

Google transactions may have brought Lazard a mere $70 million in fees since 2011, according to an estimate by consultant Freeman & Co. In the third quarter alone, Lazard posted financial advisory revenue of $304 million.

And Google’s acquisition activity may slow as antitrust scrutiny grows from federal, state and Congressional investigators looking into whether the company is using its size to hurt competitors.

But the relationship with Google serves to burnish the firm’s reputation, and allows its bankers to play up the ties, such as when seeking business with emerging tech companies, a person familiar with the situation said.

“There’s no banker in the world who wouldn’t want that relationship,” Byrne said. “They would jump hoops for it.”

Google and Lazard declined to comment.

On Lazard’s last earnings call, CEO Ken Jacobs said that its financial advisory activity had “gained momentum.” The firm has reshuffled leadership in recent months, promoting several bankers including naming Peter Orszag as the firm’s chief global dealmaker in April. (Orszag is a Bloomberg Opinion columnist.)

Jordan’s Role

Lazard won its role with Google thanks partly to Jordan, 84, who had been a friend and adviser to former President Bill Clinton. He started working for Lazard in 2000 as the ultimate door opener and now holds the title of senior managing director.

His entrée to Google was through David Drummond, who joined the company in 2002 and is now its vice president of corporate development, people familiar with the matter said. Jordan delivered a speech to honor Drummond at a social justice gala last year where he called him a “good friend.”

(A former Google employee who had a long-term relationship with Drummond alleged in August that she was forced out of the company after dating him. Drummond has acknowledged the relationship and said he has addressed it with Google.)

‘Science Experiments’

Google pays Lazard a retainer of more than $200,000 a month for its services, according to people familiar with the situation. While some other banks have retainers with clients, Lazard’s is notable for its duration, going back years.

Lazard plays a variety of roles for Google. Often it acts as a consultant, such as a McKinsey would, researching industries and exploring potential takeover targets, according to people familiar with the matter. A former Lazard employee described the work as doing “science experiments” for Google.

They sometimes lead to being hired for traditional M&A advice, or coming in only for late-stage negotiations after Google employees handled the earlier talks.

In the Fitbit acquisition, Lazard initially prepared a study on the smartwatch market, which laid the groundwork for Google to buy some of watchmaker Fossil Group Inc.’s technology earlier this year. That, in turn, led to Google hiring Lazard for the Fitbit purchase.

Deep Pockets

Google doesn’t typically require the array of services, notably takeover financing, offered by bulge bracket firms like Goldman Sachs or JPMorgan. The company has deep pockets to pay for a transaction itself. That’s why it made sense to turn to a firm that focuses more heavily on M&A.

Google also trusts Lazard to keep potential takeovers close to the vest, people familiar with the arrangement said, even viewing some of the Lazard bankers as if they were embedded in the corporate development group.

Paul Haigney, the longtime Lazard banker who, with John Gnuse, handles the day-to-day Google relationship, is described by people who know him as an old-school banker, meaning in part that he doesn’t like meeting or gossiping with the press -- a much-prized trait at the typically secretive Google.

In the Fitbit acquisition, Lazard’s role was handled in a typical low-profile way. A release announcing it omitted the bank’s name, listing only Fitbit’s financial adviser, Qatalyst.

“Banking relationships at the CEO and board level are extremely personal and not institutional,” said Stefan Selig, managing partner at BridgePark Advisors, whose clients include CEOs and wealthy investors. “Those relationships tend to be sticky if the bankers and management teams don’t change and if the client is happy with the service.”

To contact the reporters on this story: Liana Baker in New York at lbaker75@bloomberg.net;Gerrit De Vynck in New York at gdevynck@bloomberg.net;Sonali Basak in New York at sbasak7@bloomberg.net

To contact the editors responsible for this story: Jacqueline Simmons at jackiem@bloomberg.net, Larry Reibstein, Michael Hytha

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