Code Advisors — M&A Advisory Profile

01Advisory Approach

Sweet Spot

Growth-stage technology and media companies ($50M-$5B TEV) in digital media, SaaS, gaming, music, and consumer internet sectors seeking M&A advisory, growth capital, or SPAC services.

Not A Fit If

Businesses outside TMT sectors, transactions below $50M, companies requiring generalist industry knowledge, traditional IPO advisory.

Operating experience (founders ran CBS Interactive and CBS corporate development), deep TMT specialization, proprietary deal flow from founder networks. Unlike generalist banks, focused exclusively on sectors where they had genuine expertise.

02Process & Fees

Relationship-driven, sector-specific M&A advisory with exhaustive buyer outreach. Combined traditional investment banking with direct investing and asset management to align interests with long-term client outcomes.

Fee StructureIndustry-standard retainer credited against success fee, typically percentage-based on transaction value. Combined advisory with direct investing to align interests.

Code Advisors Research

Advisory Approach

Code Advisors was a boutique investment banking firm founded in February 2010 that specialized exclusively in technology, media, and telecommunications (TMT) M&A advisory and capital raising. The firm operated with a highly differentiated thesis: they combined deep operating experience with traditional investment banking to serve as long-term strategic partners rather than transactional advisors. Unlike generalist banks that pitch every deal, Code Advisors maintained a focused practice in digital media, entertainment, gaming, and software—sectors where their founders had built companies and operated businesses.

The firm's sweet spot was growth-stage technology and media companies seeking strategic M&A advice, growth equity financings, and SPAC advisory services. Their clients were typically founder-led or venture-backed companies in the digital economy, ranging from $50M to multi-billion dollar transaction values. Code Advisors distinguished themselves through their founders' networks—Quincy Smith had run CBS Interactive, Michael Marquez had led corporate development at CBS Corporation, and Fred Davis was a legendary music industry dealmaker who had represented virtually every major online music venture.

Sector Focus

Code Advisors concentrated exclusively on technology and media sectors. Within software, they focused on SaaS platforms, digital media properties, social and mobile applications, and consumer internet companies. Their media and entertainment practice spanned digital media publishers, gaming and sports betting platforms, music streaming services, and digital content companies. The firm also maintained significant expertise in telecom and technology-enabled services.

Their industry specialization was evidenced by their client roster and deal history: they advised Spotify and Twitter on late-stage growth financings, represented Buddy Media in its $689M sale to Salesforce, and worked with Vox Media on the Group Nine merger. The firm's gaming practice was particularly strong, having advised on the Score Media and Gaming acquisition by Penn National for $2B and Giant Consortium's $4.4B acquisition of Playtika from Caesars Interactive Entertainment.

Deal Track Record

Code Advisors completed 90+ M&A transactions and nearly 65 primarily equity financings between 2010 and their acquisition by The Raine Group in 2023. The firm worked on some of the most transformative deals in digital media and technology:

Major M&A Transactions:

Playtika Sale ($4.4B, 2016): Code Advisors served as financial advisor to Giant Consortium (including Shanghai Giant Network and Yunfeng Capital) in the acquisition of Playtika from Caesars Interactive Entertainment, one of the largest social gaming exits of the era
Score Media and Gaming Acquisition ($2B, 2021): Advised Penn National Gaming on the acquisition of theScore, creating North America's largest digital sports betting and media company
Buddy Media Sale ($689M, 2012): Exclusive financial advisor to Buddy Media in its acquisition by Salesforce.com
Life360 Acquisition of Tile ($205M, 2021): Joint financial advisor to Life360 in the strategic acquisition of Tile, creating the world's largest location services platform
Vox Media-Group Nine Merger (2021): Financial advisor to Group Nine Media in its all-stock merger with Vox Media, creating one of the largest pure-play digital media companies

Capital Markets & SPACs:

Group Nine Acquisition Corp. $200M IPO (2021)
TPB Acquisition Corporation I IPO (2021)
Late-stage growth equity financings for Spotify and Twitter

The firm's deal flow consistently featured marquee names in technology and media, reflecting their founders' deep networks in these sectors.

Process & Fee Structure

Code Advisors operated as an independent merchant bank, combining traditional M&A advisory with direct investing and asset management. Their engagement model emphasized long-term partnership over transactional relationships. The firm managed assets from equity earned through advisory services, direct investing in early-stage companies, and limited partner investments in venture funds. This "smart advisory combined with asset management" model aligned their interests with client outcomes.

While specific fee structures were not publicly disclosed, the firm followed industry-standard practices for middle-market technology M&A: retainer fees credited against success fees, typically using modified Lehman or similar percentage-based structures on transaction value. Their minimum engagement size was approximately $50M in transaction value, focusing on deals where their deep sector expertise and relationships could drive meaningful value.

Buyer Network

Code Advisors maintained extensive relationships across strategic buyers, private equity firms, and special purpose acquisition companies. Their buyer network included major strategic acquirers like Salesforce, Comcast, Google, and prominent media companies. In private equity, the firm had worked with Shanghai Giant Network, Yunfeng Capital, and various TMT-focused buyout funds. Following The Raine Group acquisition in 2023, Code Advisors' clients gained access to Raine's global network of 2,000+ active investors across technology, media, and telecommunications sectors.

The firm's SPAC practice, particularly through Group Nine Acquisition Corp. and TPB Acquisition Corporation, provided additional exit pathways and buyer relationships. Code Advisors' role in the $4.4B Playtika sale demonstrated their ability to connect sellers with international buyer consortiums, particularly Chinese technology companies seeking US market entry.

Competitive Positioning

Code Advisors differentiated through three key advantages:

1. Operating Experience: Unlike traditional investment bankers, the founders had built and run companies. Quincy Smith had been CEO of CBS Interactive, overseeing CNET, Last.fm acquisitions, and all digital properties. Michael Marquez had led corporate development at CBS Corporation, structuring major transactions. This operational credibility resonated with founder-led technology companies.

2. Deep Sector Specialization: While generalist banks chased every tech deal, Code Advisors focused exclusively on TMT sectors where they had genuine expertise. They understood digital media economics, SaaS metrics, gaming mechanics, and music industry dynamics at a granular level.

3. Relationship-Driven Deal Flow: The founders' personal networks generated proprietary deal flow. Fred Davis' relationships in music and media, Quincy's connections from CBS and Allen & Company, and Michael's corporate development contacts created a steady stream of referrals from repeat clients.

Not a Fit If

Code Advisors typically was not a fit for:

Businesses outside technology, media, and telecommunications sectors
Transactions below $50M in enterprise value
Companies seeking traditional IPO advisory (they focused on M&A, private placements, and SPACs)
Situations requiring generic industry knowledge (their value was in deep TMT expertise)
Founders wanting limited buyer outreach (their strength was in exhaustive strategic processes)

Team

Founding Partners:

Quincy Smith – Co-founder and Managing Director. Former CEO of CBS Interactive, where he led acquisitions of CNET and Last.fm. Previously an investment banker at Allen & Company, working on transactions for Google, AOL, Yahoo, Comcast, and CNET. Also ran corporate development and investor relations for Netscape Communications. Following The Raine Group acquisition, Smith joined Raine as a Partner in the San Francisco office.

Michael Marquez – Co-founder. Former Executive Vice President of Corporate Development for CBS Corporation. Previously led corporate development at Yahoo! and was a founding member of the internet consulting group at Accenture. Marquez led Code Advisors' principal investing initiatives. After the Raine acquisition, he joined as a Special Advisor focusing on managing Code's existing investment portfolio.

Fred Davis – Co-founder (left 2014). Legendary music industry dealmaker who represented virtually every major online music venture. Davis was instrumental in establishing Code Advisors' credibility in digital media and music sectors. He left the firm in 2014 to join The Raine Group, later becoming a prominent figure in music and media M&A.

The firm maintained 11-50 professionals at its peak, with teams in San Francisco and New York offices. Key team members included Managing Directors and Directors with backgrounds in technology investment banking, corporate development, and operating roles at digital media companies.

Geographic Coverage

Code Advisors was bicoastal with primary offices in San Francisco, California and New York, New York. The firm's West Coast presence focused on Silicon Valley and Bay Area technology companies, while the New York office served media, entertainment, and advertising technology clients. This geographic positioning allowed Code Advisors to serve both innovation-driven West Coast founders and East Coast media conglomerates.

Following the April 2023 acquisition by The Raine Group, Code Advisors' team and capabilities were integrated into Raine's global platform, which includes offices in New York, San Francisco, Los Angeles, London, Paris, and throughout Asia. This expanded the combined firm's ability to serve cross-border transactions and international buyer outreach.

Status Note

Code Advisors was acquired by The Raine Group in April 2023. The acquisition brought together two firms with shared vision for combining smart advisory with asset management. This profile captures Code Advisors' independent operations from 2010-2023, which established the firm as a leading boutique M&A advisor for technology and media companies. The firm's deal record, client relationships, and team expertise now continue under The Raine Group brand.