* Bharti-MTN deal could yield $106 mln in fees
* Three banks benefit from buy- and sell-side roles
By Michael Flaherty and Rebecca Harrison
HONG KONG/JOHANNESBURG, June 12 (Reuters) - A complex deal tying up India's Bharti Airtel and South Africa's MTN Group appears to have created two fee streams -- a rare treat for investment bankers at a time when financial institutions are short on cash and deal flow.
Bharti's adviser is Standard Chartered, while Bank of America-Merrill Lynch and Deutsche Bank are on MTN's side.
A Bharti-MTN deal would generate around $106 million in fees, split between the banks, according to calculations by Thomson Reuters and Freeman & Co.
Bharti has said the deal, which is likely to involve both companies buying into the other, is worth around $23 billion, although Thomson Reuters calculations suggest Bharti's purchase of an MTN stake is worth $11.4 billion, and MTN's buy into Bharti is worth $8.8 billion -- a combined deal value of $20.2 billion.
Whatever the exact price, the deal could mean a bumper pay day for three banks who were outside the top three in Thomson Reuters global M&A league tables last year.
Fee estimation is, at best, an inexact science, with most fees privately negotiated. Thomson Reuters and Freeman use industry standard percentages and equations to calculate their estimates -- which could be way off the real value.
Still, the data indicates the banks will reap a bigger-than-average windfall.
The three banks declined to comment for this story.
MTN, Africa's biggest mobile operator and Bharti, India's leading cellular firm, revived talks last month aimed at creating the world's third-biggest wireless group with more than 200 million subscribers and combined revenue of $20 billion.
They are discussing an initial cash and share swap deal that could lead to a full merger.
The cross-acquisition structure means the banks can claim double credit as sell-side and buy-side advisers to each client, according to Thomson Reuters.
For example, Standard Chartered would get $21.6 million for advising Bharti selling to MTN, and $24.3 million for advising Bharti on buying into MTN, for a total $47.3 million in fees.
The average fee for acquisitions over $1 billion is running at around $24.8 million in total, not per bank.
The Thomson-Freeman estimate has Deutsche and Merrill getting $12.8 million each for advising MTN on the buyside, and $17 million each on the sellside, for a combined total of $58.5 million.
The big fee pay out on this deal also reflects the fact that there are few advisers involved.
By comparison, a dozen banks were involved in BHP Billiton's ultimately fruitless hostile bid last year for rival Rio Tinto. Despite the big ticket price, the number of bankers involved lowered the estimated fees they would all have got.
"The fee estimate, at least on the MTN side, actually sounds low to me," said a source familiar with the deal who was told what the Thomson Reuters/Freemon calculations were.
RELATIONSHIPS MATTER
The deal, if it closes, is a feather in the cap for StanChart and Deutsche, which have weathered the financial storm better than many of their peers, and a big boost for Merrill Lynch, whose franchise has struggled since its near collapse last year and rescue by Bank of America Corp.
Stanchart's relationship with Bharti is helped in part by Sunil Mittal, Bharti's billionaire chairman, being a non-executive director at the bank.
Deutsche's relationship with MTN goes back at least to 2006 when MTN's African and Middle East spree of smaller acquisitions culminated in the $5 billion purchase of Investcom -- the 11th biggest M&A deal in South Africa in 15 years.
"Every banker in town has knocked on MTN's door at some stage," said a Johannesburg-based banker. "So has every operator with global ambitions."
The Investcom deal caught markets off guard and was viewed at the time as a bold venture, taking MTN into war-scarred countries such as Afghanistan and Sudan just as it launched an ambitious new business in Iran.
Deutsche was also called in last year when MTN held talks that ultimately collapsed with Bharti and its Indian rival Reliance Communications. The bank recently replaced Merrill as MTN's sponsor on the Johannesburg Stock Exchange (JSE).
Merrill also advised MTN on last year's talks with Bharti and Reliance. (Editing by Ian Geoghegan)