The short answer: our fees are primarily success-based. We get paid when your deal closes, not for signing you to an engagement letter. In some cases a modest upfront fee applies to cover preparation work on a more complex business — if that's the case for you, we'll say so before you commit to anything.
Owners ask about cost earlier than almost anything else, and they're right to. You're about to hand a stranger the most consequential transaction of your professional life, and "how do you get paid" is really a question about whether our incentives line up with yours. Here's the full structure, not the one-line version.
How the Success Fee Works
Sell-side success fees in the lower middle market are typically calculated as a percentage of total transaction value, and most firms use some version of a sliding scale: a higher percentage on the first few million dollars of value, stepping down as the deal gets larger. A $12M transaction and a $90M transaction don't get charged the same rate, and they shouldn't — the work scales, but not linearly.
The specific scale for your engagement depends on your deal size, the complexity of the business, and how much preparation work is needed before you're ready for market. We walk through the exact numbers with you directly, in plain terms, before you sign anything. That's not a courtesy, it's the whole point of a success-based structure: you should understand precisely what you're agreeing to.
When a Retainer Applies
Most engagements are pure success-fee, no retainer. In some cases, usually where a business needs meaningful pre-market preparation before it's ready for a competitive process, a modest upfront fee covers that work. Where a retainer does apply, it's standard practice to credit it against the eventual success fee rather than stack the two on top of each other. You're never paying twice for the same work.
A fee structure only works in your favor if you understand it completely before you sign. Anything less isn't alignment, it's fine print.
What the Fee Actually Covers
One fee, one process, start to close:
Financial preparation. Normalizing earnings, documenting add-backs, and getting your numbers into shape before a buyer ever sees them. Our guide on preparing financials for a business sale covers what that involves in full.
Buyer identification and outreach. Building a curated, qualified buyer list and running a genuinely competitive process, not a mass mailing. Our post on finding the right buyer covers how that list gets built.
Confidential process management. Blind teasers, signed NDAs, and staged information release — see how we control confidentiality throughout.
Negotiation and structuring. The LOI, the purchase agreement, working capital targets, earnout terms if they're part of your deal — we negotiate these as hard as we negotiate price.
Diligence through closing. We stay on every buyer conversation and every stage of diligence until the right deal closes, not just the first one that shows up. Our post on the seven phases of a business sale walks through the full timeline this fee spans.
Why Success-Based Pricing Works in Your Favor
An advisor paid by the hour, or paid simply for taking you on as a client, has no financial reason to hold out for a better offer, push back on an unfavorable LOI clause, or walk away from a buyer who isn't serious. An advisor whose fee depends on your deal actually closing, on terms you're comfortable with, has every reason to do exactly that. It's a small structural detail with a large effect on how a process actually gets run.
How This Differs From a Business Broker's Commission
Business brokers typically charge a flat commission, often in the 10–12% range, regardless of deal complexity, and their process usually involves listing your business more broadly rather than running a targeted, confidential search. That model works reasonably well for smaller main-street businesses. It tends to work less well the larger and more complex a business gets, which is a big part of why the fee structure, and the process behind it, looks different once you're in the $10–$100MM range. Our post on M&A advisor vs. business broker covers the full comparison, cost included.
If the honest answer for your business is "this isn't the right fit yet," you'll hear that before any fee ever changes hands.