Understanding Best Efforts vs Firm Commitment in Capital Raising
Financely operates on transparent mandates. We distinguish between best efforts mandates, where we act to structure and distribute opportunities to investors, and firm commitment mandates, where underwriting partners place their balance sheet behind a transaction. We work through regulated chaperones for distribution and act in good faith on all mandates.
Best Efforts vs Firm Commitment
In a best efforts mandate, we are engaged to structure the opportunity, prepare the materials, and present the transaction to our investor network. We cannot guarantee capital will be raised, because investor appetite depends on deal quality, sponsor equity, collateral, and prevailing market conditions. Best efforts is the standard model across private credit and trade finance advisory.
A firm commitment (underwritten) mandate is different. In this case, an underwriting partner commits its balance sheet to purchase or backstop the offering, usually subject to detailed due diligence and higher fees. This provides certainty of funds but is only offered when the sponsor meets stringent requirements and when the transaction is already well structured.
The Role of Regulated Chaperones
Financely does not distribute securities directly. We use regulated chaperone partners for any placement activity. Our role is to structure, underwrite, and prepare the deal so that investors receive a clear and compliant presentation. This separation ensures that investor distribution is always handled by licensed entities under the applicable regulatory framework.
Why Some Transactions Fail to Close
Not every mandate results in a completed transaction. Transactions typically fail for reasons such as:
- Insufficient sponsor equity relative to the size of the facility requested.
- Poor quality or incomplete documentation, preventing investor diligence.
- Overly aggressive assumptions in financial models or unrealistic return expectations.
- Collateral that is either encumbered, unverified, or does not meet eligibility criteria.
- Market or regulatory factors outside of anyone’s control, such as sanctions or pricing volatility.
In such cases, we still invest significant time in advising clients, but if capital is not raised, it is because the conditions required for investors to commit were not met.
Why Misunderstandings Arise
A small number of individuals sometimes post misleading claims when their own transactions fail to close. This frustration usually stems from a misunderstanding of what a best efforts mandate entails. They expect us to run a multi-million dollar capital raise without retainer fees, working hundreds of hours for free, and only receive compensation if they succeed. This is not how professional investment banking operates.
We operate in good faith and under clear terms. The majority of our clients understand the difference between best efforts and firm commitment and value the advisory and investor access we provide. Our record includes numerous successfully funded mandates in trade finance, project finance, and structured credit.
Work With a Professional Advisory Partner
Financely brings structure, underwriting, and investor access to serious sponsors. We provide clarity on whether your transaction is suited to a best efforts mandate or an underwritten mandate, and ensure all placements go through regulated chaperones.
Start Your Mandate
Financely acts as arranger and advisor, not as a bank. All capital raising activity is conducted on a best efforts or firm commitment basis depending on mandate type. Distribution is executed exclusively through regulated chaperone partners. All transactions are subject to due diligence, investor approval, and documentation.