When some of Wall Street's top dealmakers gathered last month to hammer out the merger deal between NationsBank Corp. and Barnett Banks Inc., it was a class reunion-with a slight twist.
Investment bankers from Goldman, Sachs & Co., Merrill Lynch & Co., Montgomery Securities, and Morgan Stanley Dean Witter were all at the table, plus lawyers from Wachtell, Lipton, Rosen & Katz and Skadden Arps, Slate, Meagher & Flom.
But also in attendance were investment bankers from J.P. Morgan & Co.
Though the company has for years been banker to some of the world's biggest companies, only in recent months has J.P. Morgan made its presence felt in advising other commercial banks on their mergers, turf traditionally dominated by Wall Street investment banks.
J.P. Morgan was absent from American Banker's surveys of top financial advisers for the first half of 1997 and for all of last year. But in recent weeks the banking giant has been on a tremendous roll.
Besides co-advising Barnett in its $15.5 billion sale to NationsBank-the biggest to date-J.P. Morgan also advised Signet Banking Corp. in its $3.25 billion sale to First Union Corp.
J.P. Morgan also advised insurer Equitable of Iowa in its $2.2 billion sale to ING Group NV and served as in-house adviser in its own acquisition of a 45% stake in asset manager American Century.
And in an unusual move, Morgan also advised both Bayerische Vereinsbank and Bayerische Hyptotheken-und Wechselbank in their $18.8 billion merger.
J.P. Morgan landed the Barnett deal thanks to the 20-year relationship between Nicholas B. Paumgarten, co-head of the bank's mergers and aquisitions group, and Barnett chairman and chief executive Charles E. Rice.
In assessing the Barnett deal, managing directors Edward J. Kelly 3d and Gail M. Rogers agreed the transaction was remarkable not only for its size, but also for the speed of negotiations.
According to Mr. Kelly, the time from decision to sell to final agreement was under a month. Negotiations with NationsBank, they said, took just over a week, although the deal had to be announced before the Labor Day weekend to quell market speculation.
The deal involving Signet and First Union was done in similarly rapid fashion, they said.
"Deals involving significant strategic value are getting done faster than ever," Ms. Rogers said.
Such brevity is typical nowadays, the investment bankers agreed, as sellers rush to capitalize on record selling prices and acquirers seek new markets that offer at least the third-highest, if not the top, market share.
Mr. Kelly said he expected NationsBank would win the auction for Barnett. "It made sense because they had the possibility for the greatest cost takeouts," he observed. "I also thought they would do whatever it took to win."
If investors should take anything home from the blockbuster deal, it may be not to listen to management too closely when they say they want to remain independent. Barnett had indicated until almost the very end that it felt it could go it alone, but quickly changed its mind.
"Until you're really homing in on a deal, you can say you intend to remain independent and not mislead the market," Ms. Rogers observed.
The merger activity over the past year has started to create gulfs between the biggest banks. The gap between companies like First Union and NationsBank versus Bank of New York Co., Fleet Financial Group, and First Chicago NBD Corp. is much greater than it used to be. This will force the smaller banks to explore mergers, perhaps with each other, to avoid getting swallowed in the deluge.
And then again, Mr. Kelly and Ms. Rogers can both see a time when banks might want to get rid of all businesses they've been busy buying, much as Signet did when it hired J.P. Morgan to advise in the spinoff of Capital One Financial Corp.
"This business is always a bit of an accordion," Mr. Kelly observed. "In a few years, the banks that are snapping up other companies may want to unwind them, to 'achieve better clarity.'"
