M&A Advisory Without Upfront Fees

M&A Advisory Without Upfront Fees

Sellers ask for “success fee only” M&A advisory every day. The pitch is framed as alignment. In practice it is usually cost shifting. A sell-side process takes weeks of preparation, controlled outreach, and hands-on negotiation support. Most transactions run around 90 days to a credible LOI and a clean diligence path. The work begins before any buyer is serious, and it consumes real resources and real reputation.

Retainers are not a punishment. They are the minimum commitment required to staff a real process, protect buyer relationships, and execute a controlled sale workflow with clear deliverables.

Why Success-Fee-Only M&A Mandates Fall to the Bottom

A serious adviser has a queue of mandates where clients pay, respond quickly, and make decisions. Those mandates get staffed first. A seller who refuses a retainer is signaling risk before the process even starts: slow turnaround, shifting expectations, and a higher chance the mandate never reaches a close. It is not personal. It is resource allocation.

What Upfront Retainers Cover

A retainer is payment for defined scope under an engagement letter. It is not a charge for introductions. A proper engagement is built around work product and process control. For a high-level view of our advisory coverage, see What We Do and Pricing.

Typical retainer deliverables

  • Financial model review or build support and normalized EBITDA bridge.
  • Positioning and narrative: value drivers, risk framing, and buyer logic.
  • Teaser and CIM drafting, plus management Q&A preparation.
  • Buyer list build, outreach sequencing, and qualification of interest.
  • Data room checklist, organization, and diligence readiness plan.
  • Process management: IOIs, LOIs, negotiation points, and timeline control.

Common exclusions

  • Legal counsel fees, tax structuring, and sell-side legal drafting.
  • Audit or quality of earnings work unless separately scoped.
  • Unlimited scope changes after facts change mid-process.
  • Fixing fundamentals buyers will reject (messy contracts, weak KPIs, unclear ownership).

The Common Bogus Pretexts for Refusing a Retainer

Some sellers are simply inexperienced. Others are testing whether they can extract free work. Either way, the pretexts are usually the same. We keep the tone professional, but we do not pretend these arguments are strong.

  • “If you are confident, you should take the risk.” Confidence is not the constraint. Staffing and opportunity cost are.
  • “We already have buyers, it should be easy.” Interest is not an LOI. LOIs are not diligence. Diligence is not closing.
  • “Upfront retainers are a scam.” A real retainer is tied to clear scope, deliverables, exclusions, and payment terms under a signed engagement letter.
  • “We will pay you more at closing.” Success fees can be part of the economics, but they do not replace funding the work that creates a closeable process.
  • “We are preserving cash for growth.” Fair. But if you cannot fund a sale process, you may not be ready to run one.

Two Sellers, Two Outcomes

The difference between a stalled mandate and a closeable process is rarely “luck.” It is usually commitment, speed, and preparation. Here are two common patterns we see. Names and details are anonymized, but the behavior is real.

Seller A: Wants premium outcomes, funds nothing

Seller A wanted a top-of-market valuation and insisted the business would “sell itself.” They refused a retainer and asked for success-fee-only. The conversation quickly turned into pretexts.

  • They asked for a buyer list before signing anything.
  • They wanted a draft CIM and a “quick model” as proof of competence.
  • They accused retainers of being “a scam,” then asked for references and free strategy calls.
  • They were slow to share financials, customer concentration, and key contracts.

The mandate never became real. They circled the market for months, took calls with multiple advisers, and collected opinions. Eventually they learned the hard way that serious teams do not build materials, run outreach, and manage negotiations for free. When they came back later, they were more flexible on economics and more realistic on valuation.

Seller B: Pays the retainer, runs a controlled process

Seller B did not love paying a retainer either. They just understood what it bought them: priority, accountability, and a professional process. They signed an engagement with clear scope and moved quickly.

  • They delivered clean financials and a coherent KPI story within days.
  • They funded preparation work so the CIM and data room were lender and buyer ready.
  • They agreed a target buyer list, a timeline, and rules for managing inbound interest.
  • They made decisions fast when feedback required adjustments.

Result: a tighter narrative, fewer wasted buyer conversations, and a credible LOI path. Even when diligence got uncomfortable, the process stayed controlled because the seller treated the sale like a project, not a wish.

The “Circle the Market” Phase

Sellers who refuse retainers often spend months circling the market. They jump between advisers, ask for free work, and then stall when it is time to commit. The lesson arrives the same way almost every time. No one serious will run a serious sell-side process for free. If you want premium outcomes, you start by acting like a premium mandate.

What a Professional Engagement Should Look Like

You should expect a signed engagement letter with scope, deliverables, exclusions, a timeline, and payment terms. You should also expect reality checks. Advisory is professional execution, not wish fulfillment. The market will decide price, terms, and who shows up at the table. Our job is to run the process properly.

Want a Real Process, Not a Free Trial?

If you have clean financials, realistic expectations, and serious intent to transact, submit your mandate and we will revert with a scoped quote.

Apply For A Quote

Disclaimer: This page is for general information only and does not constitute advice, an offer, or a solicitation. Financely acts as advisor and arranger through regulated partners and is not a bank or lender. Any transaction is subject to diligence, KYC, AML, sanctions screening, legal review, and approvals by relevant stakeholders.