M&A Advisory
Merger and Acquisition Advisory Services
Merger and acquisition advisory services for owners of profitable US companies. Honest fee ranges, engagement timelines, and how the process runs from first conversation to close.
Process is the product.
Merger and acquisition advisory services cover the work of preparing a private company for sale or purchase, running a competitive process, and getting a deal to a closing wire on terms the owner actually understands. In 2025, US M&A totaled roughly $2.23 trillion across about 11,300 announced deals, and the first five months of 2026 already show $1.2 trillion across 4,653 deals, a market where value is up sharply but deal count is flat to down. That is a good market for a well-prepared seller and a hard one for an unprepared owner who walks into it without a firm that has run the process before.
Palmstone Capital works with owners of profitable companies on sell-side and buy-side mandates, secondary transactions, and debt advisory. This page explains what the service actually covers, how a typical engagement runs, what firms charge (with real ranges, not marketing language), how boutiques compare to bulge-bracket banks, and how to pick a firm without getting burned by an undefined fee base or a tail clause you didn't read closely enough.
01
What M&A advisory services cover
Sell-side advisory. Preparing a company for sale: normalizing EBITDA, building the confidential information memorandum, identifying and qualifying a buyer universe, running a controlled auction, comparing bids on more than headline price, and steering the deal through diligence to close. This is the core of what most owners mean when they say "M&A advisor."
Buy-side advisory. Running an acquisition search or evaluating a specific target: valuation, deal structuring, financing coordination, and negotiation on behalf of the buyer rather than the seller. See our buy-side advisory page for how this differs in practice.
Secondaries and recapitalizations. Partial liquidity for an owner who wants to take some chips off the table while retaining equity, often paired with a private equity platform investment or a family office buyer. Structuring here overlaps with sell-side work but the seller stays involved post-close.
Debt advisory. Placement of acquisition financing, seller-note structuring, or debt refinancing tied to a transaction. Pricing runs roughly 0.5% to 2.0% of funded debt, usually with a retainer or minimum, and it is often bundled into a broader engagement rather than sold alone. Full detail is on our debt advisory page.
What is not included. An M&A advisor is not your tax counsel, deal attorney, auditor, or buyer's quality-of-earnings provider. A competent advisor coordinates with those specialists but does not replace them. If a firm claims to handle legal drafting and tax structuring in-house without naming the professionals doing that work, ask harder questions.
02
How engagements work: the phases
A realistic sell-side timeline runs six to nine months from a clean, prepared mandate to close, and nine to twelve months when readiness work is included up front. Complex carve-outs, regulatory filings, financing contingencies, or messy books push this well past twelve months.
| Phase | Typical duration | What happens |
|---|---|---|
| Advisor selection and engagement | 1 to 3 weeks | Scope, valuation view, assigned team, retainer, success fee, tail defined in the engagement letter |
| Readiness and positioning | 6 to 10 weeks | Normalized EBITDA, preliminary quality-of-earnings review, tax structure, data room build, buyer list |
| Teaser, CIM, buyer outreach | 4 to 8 weeks, overlapping readiness | Anonymous teaser, NDAs, confidential information memorandum, process letter to buyers |
| Indications of interest | 4 to 6 weeks | NDA execution, controlled document release, buyer Q&A, first-round bids |
| Management meetings and LOI | 3 to 6 weeks | Presentations, site visits, bid comparison, one buyer selected for exclusivity |
| Exclusivity and confirmatory diligence | 6 to 12 weeks | Buyer's QoE, tax, legal, commercial, and insurance diligence |
| Definitive documents | 4 to 8 weeks, usually overlapping diligence | Purchase agreement, disclosure schedules, working-capital peg, escrow terms, any HSR filing |
| Closing | 1 day to several weeks after signing | Debt payoff, funds-flow memo, closing deliverables |
| Post-close | 30 to 120 days, longer with earn-outs | Working-capital true-up, escrow claims, transition services |
The single most common cause of a blown timeline is marketing before the financial house is in order: unsupported add-backs, cash-basis books that don't hold up under buyer QoE, or working-capital swings nobody explained upfront. Fix that before you go to market, not after a buyer finds it.
03
Fees, explained honestly
This is where most advisory firms get vague. Here is what a 2024 US survey of advisor practices (published 2025) actually found, and what 2026 negotiation ranges look like.
| Transaction value | 2024 survey average success fee | Dollar cost at stated value |
|---|---|---|
| $5 million | 5.7% | $285,000 |
| $10 million | 4.7% | $470,000 |
| $20 million | 4.0% | $800,000 |
| $50 million | 3.2% | $1.60 million |
| $100 million | 2.4% | $2.40 million |
| $150 million | 2.1% | $3.15 million |
A 2026 survey of 331 advisors, investment bankers, and business brokers found average success fees have moved modestly higher across most deal sizes since that 2024 baseline, though the full numeric table wasn't published, so treat 2026 figures as directionally higher rather than precise. Below $5 million, expect 6% to 12% is common, often business-broker or "double Lehman" economics with a stated minimum.
How the fee gets structured:
- Classic Lehman formula: 5% of the first $1 million, 4% of the second, 3% of the third, 2% of the fourth, 1% above that. A $10 million deal produces $200,000, or 2.0% effective.
- Double Lehman: roughly doubles each tier. Common below the institutional middle market, where the classic formula undercompensates fixed preparation work.
- Flat percentage: simple, but can weaken the advisor's incentive to push price above the expected range.
- Accelerator: a base rate up to an agreed valuation, then a higher rate above it. Only works if the threshold is realistic.
Retainers and work fees, from the 2024 survey: a monthly retainer of $5,000 to $10,000 was the most common band, with 15% of firms charging $16,000 or more. A one-time engagement fee of $26,000 to $50,000 was the most common band where fixed fees were used. 63% of firms credited some or all of that retainer against the eventual success fee, but that credit is not automatic. Get it in writing. 75% of engagement letters included a minimum success fee, and 49% required the full fee at closing even if part of the seller's proceeds arrived later through an earn-out. Push to tie fees on contingent consideration to actual receipt where you can negotiate it.
What changes the effective rate without changing the headline percentage: whether the fee applies to enterprise value, equity value, or total consideration; how assumed debt, rollover equity, seller notes, and escrow are treated; and how long the tail runs after termination. A 12- to 24-month tail limited to named, contacted buyers is standard; a tail covering the entire market for two years is not something you should sign without pushing back.
Buy-side and capital advisory pricing runs differently: buy-side search retainers are typically $10,000 to $30,000 monthly plus 1% to 3% of closed transaction value, and fairness opinions are priced as a fixed fee based on complexity rather than a percentage of deal size, ranging from low six figures on smaller institutional deals into seven figures on large or contested ones.
04
Boutique vs. bulge-bracket: what actually differs
| Provider tier | Named examples | Typical deal size | What you get |
|---|---|---|---|
| Main Street brokers | Transworld Business Advisors, Murphy Business Sales, Sunbelt | Below $2M to $5M | Local buyer outreach, SBA-buyer qualification, listing-style process |
| Lower-middle-market boutiques | FOCUS Investment Banking, ACT Capital Advisors, Tower Partners, Boxwood Partners, Dresner Partners | Roughly $5M to $100M | Full sell-side auction, CIM, buyer list management, senior partner involvement |
| Middle-market independent banks | Houlihan Lokey, Lincoln International, Harris Williams, William Blair, Baird, Jefferies | Roughly $50M to $1B+ | Sector coverage teams, global strategic and PE reach, financing capability |
| Elite boutiques and bulge-bracket | Evercore, Lazard, Centerview, Moelis, Goldman Sachs, J.P. Morgan, Morgan Stanley, Bank of America | Large private and public-company, cross-border, contested deals | Board-level strategic advice, public M&A, negotiated fixed and success fees, absolute fees large even where percentage is below 1% |
Houlihan Lokey states LSEG ranked it No. 1 globally for M&A transactions in 2025, which reflects deal volume across all size tiers, not a guarantee of fit for a founder-owned company at $15 million EBITDA. The real differentiator at any tier isn't the firm's logo. It's whether your mandate gets genuine partner attention or lands with a junior team on a deal too small to matter internally. Boutiques exist because owner-led companies are better served by firms built around their size range, where a transaction like yours is the core business rather than the leftover.
05
How we run engagements
These are the standards a serious advisory engagement runs on, and the ones we hold ourselves to.
- A fee you can model before you sign. The engagement letter states plainly what the percentage applies to, what the retainer is, and how it is treated at closing. You can run the arithmetic at a downside, expected, and upside price before committing.
- A defined tail. The tail clause covers named, contacted buyers for a defined period. It does not claim the whole market indefinitely.
- Conflicts disclosed in writing. We advise one side of the table. Anything that could touch the other side is disclosed before it becomes relevant, not after.
- No guaranteed prices. A valuation is a range supported by comparable transactions and a view on buyer appetite. Anyone guaranteeing a number before a process has run is selling you the engagement, not the outcome.
06
When you need an advisor vs. a broker
Below roughly $2 million in transaction value, a business broker's flatter fee structure and local buyer network usually fits better than a full advisory engagement. From about $5 million in enterprise value upward, a structured, competitive process run by an M&A advisor typically produces a better outcome, both on price and on deal terms that survive diligence. The line isn't purely about size. A company with complex tax structuring needs, multiple potential buyer categories (strategic, private equity, family office), or a securities-law wrinkle from a stock sale benefits from advisory-grade process even closer to the $2 million to $5 million range. If you're weighing your own numbers first, see our sell my company guide, and if you'd like a structured view of what your business is likely worth before you engage anyone, that's a separate conversation worth having early.
07
FAQ
Prepares valuation and marketing materials, identifies and qualifies buyers, protects confidentiality throughout the process, runs competitive bidding, compares deal structures beyond headline price, and coordinates diligence through to closing. Legal, tax, and accounting specialists remain necessary alongside the advisor.
Business brokers typically handle smaller owner-operated sales. M&A advisors serve lower and middle-market transactions with a structured process. An investment bank is usually a registered broker-dealer able to handle securities transactions and capital raising directly. The labels overlap in practice; what matters is that the firm's process and fee structure fit the size and complexity of your transaction.
2024 US survey averages were 5.7% at $5 million, 4.7% at $10 million, 4.0% at $20 million, 3.2% at $50 million, and 2.4% at $100 million transaction value, usually plus a retainer or one-time work fee. 2026 data points to fees modestly higher across most size bands.
Not automatically. In the 2024 survey, 63% of firms credited some or all retainer or work fees against the closing fee. This needs to be stated explicitly in the engagement letter, not assumed.
Firms carrying an active mandate load and a strong pipeline generally decline reference calls as standard practice. The confidentiality owed to a past client is part of what a seller is buying when they engage an advisor, and it doesn't lapse once the deal closes. What a serious firm offers instead is a set of anonymized case studies covering deal structure, process, and outcome, detailed enough to show the work without naming the company or the people involved.
Six to nine months from a prepared, clean mandate launch to close. Including upfront readiness work, nine to twelve months is common. Regulatory review, financing contingencies, carve-outs, or diligence surprises can push it past a year.
08
Talk to Palmstone Capital
Palmstone Capital advises owners of profitable companies on sell-side, buy-side, and debt-advisory mandates, with senior partner involvement from the first conversation through close. If you're evaluating whether this is the right time to run a process, or you want a straight answer on what a deal at your size would actually cost in fees, contact us for a confidential conversation. No obligation, no generic pitch deck.