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JPMorgan crashes Goldman’s date with eBay

Carl Icahn
Scott Eelis | Bloomberg | Getty Images

In discussing their marriage of interests for the first time on Thursday, activist investor Carl Icahn and eBay chief executive John Donahoe name-checked a particular matchmaker for special credit: Jimmy Lee, a longtime banker at JPMorgan Chase.

There was just one awkward thing: JPMorgan wasn't the banker of record on the shareholder battle. Goldman Sachs, which had been hired earlier this year to advise eBay on handling Icahn's attack, was.

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Earlier Thursday, eBay issued a surprise press release announcing an end to an ugly battle with Icahn, who had built up a large position in the online auctioneer and was demanding a spinoff of its payment-processing company, PayPal, and the addition of two candidates he had selected to eBay's board.

Along the way, Icahn had called out Donahoe for demonstrating "inexcusable incompetence" and eBay had criticized Icahn for airing accusations that were "false and misleading." As part of a newly-inked agreement, however, Icahn was withdrawing both demands before eBay's upcoming annual meeting in exchange for naming telecom industry veteran David Dorman as an independent director to the auctioneer's board. And apparently, eBay had Lee to thank for the amicable settlement.

Icahn eased feelings about eBay CEO
Icahn eased feelings about eBay CEO

"A week ago, Jimmy Lee, who is the vice chair of JPMorgan, called me and said he had been meeting with Carl on something completely unrelated, but he saw opportunity for some sort of compromise," said Donahoe in a CNBC interview about an hour before the markets opened. "So he encouraged both of us to spend more time together, which is what we did over the weekend" – leading, ultimately, to Thursday's pact. A few hours later, Icahn said much the same thing. "Jimmy Lee did a great job over the weekend back and forth, back and forth as a catalyst," he said.

This point was not lost on Icahn, who wondered aloud why Goldman's bankers had never contacted him.

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"It's not that I personally have anything against Goldman. I just think their approach to this, at least where I'm concerned, is completely wrongheaded and there should be much more peace than war in these things." He went on: "I would love to talk to Goldman Sachs, I would love if they reached out to us, but they never did. And we were sort of at loggerheads."

Goldman, which operates a large activist-defense practice for companies under fire, had indeed been retained by eBay early this year, according to people familiar with the matter, and veteran media and technology banker Gene Sykes had been running point on the proxy battle. Knowing that Icahn prefers to deal directly with CEOs rather than through middlemen, however, Sykes had avoided contacting the activist to try and broker a deal. And as recently as ten days ago, added one of these people, the two sides had shown no willingness to compromise.

Enter Lee, who was at a previously-scheduled meeting last week with his colleague Chris Ventresca, JPMorgan's co-head of mergers and acquisitions, Liz Myers, the head of equity capital markets, and Icahn in the activist's office when the his skirmishes with eBay came up in conversation.

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"I know John very well," Lee told Icahn, according to someone with knowledge of the call, adding that "I think you've picked on the wrong CEO and the wrong company." The discussion moved on, this person added, but shortly thereafter Icahn called back to probe Lee further on the topic. "What did you mean by that?" Icahn asked.

Lee talked up Donahoe's strong performance as CEO to date and the value of hanging on to PayPal at a time when payment processors were in high demand. Sensing a willingness to cooperate on Icahn's part, he then called Donahoe and suggested the two men talk directly. Within days, Icahn and Donahoe were speaking in earnest about how to bury their discord, paving the way for Thursday's announcement.

JPMorgan may end up receiving its remuneration for the deal's brokering more in goodwill than in greenbacks, however, given that it wasn't the bank of record and it was unclear, as a result, whether it would receive any fees.