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Advisors, Business Owners

The Winning M&A Advisor [Volume 1, Issue 10]

Welcome to the latest issue of The Winning M&A Advisor, the Axial publication that anonymously unpacks data, fees, and terms from the winning M&A engagement letters of professional M&A advisors using Axial to win new sell-side business.

Below, we outline the engagement letter terms that ultimately resonated with the business owner, including retainer structure, success fees, engagement duration, and post-termination protections—providing a transparent look at what “winning” terms can look like in today’s market.

Engagement Letter Details
Retainer Required Yes - $30K
Retainer Payment Terms Upfront
Retainer Applied to Success Fee Yes - 100%
Engagement Duration No fixed term; either party may terminate with 30 days’ notice
Exclusive Yes
Success Fee Based on the total transaction value, calculated below
5% - up to $10M
2% - above $10M
Minimum success fee - $275K
Special Terms
Tail Period: If a transaction closes within 18 months after termination with a buyer introduced or identified during the engagement, the advisor still earns its fee.
Known Buyer Discount: If a pre-identified buyer signs an LOI within 75 days of signing the agreement, the success fee is discounted by 25%.

Behind The Win:

As part of every Advisor Finder process, we ask the business owner to provide a rationale for hiring a given advisor. The following attributes contributed to the selection of the Winning M&A Advisor:

  1. Industry Expertise: The advisor demonstrated a deep understanding of the business and its industry, giving the owner confidence that they could position the company effectively with the right buyers.
  2. Value Over Fees: While this advisor’s fee was higher than competing firms, the owner believed they were the most capable of getting a deal done and was willing to pay a premium when the value clearly justified the additional cost.
  3. Buyer Philosophy Alignment: The advisor shared the owner’s goal of finding a buyer who would continue and grow the business—not simply financial investors—helping protect the company’s long-term legacy.
  4. Professional Presence: Strong preparation and high-quality pre-engagement meetings reinforced the perception that this advisor had the resources and experience to run a successful sale process.

 

 

The Business
Timeline
Reaches Out To Axial 12/5/2024
Begins Interviewing M&A Advisors 12/20/2024
Signs The Winning Engagement Letter 2/7/2025
Business Data
Industry Industrials, Energy
Revenue Range $12M - $15M
EBITDA Range $1M - $2M
Desired Transaction
Transaction Type Majority Sale (Over 50%)
Reason For Transaction Family Obligations / Personal Life Changes
Transaction Timeline <6 Months
Advisor Recommendation #1
Firm Type M&A Advisory Firm
Generalist / Specialist Generalist
Deals Marketed on Axial L12 8
Deals Marketed on Axial All-Time 161
Average Revenue of Deals $9,629,239
Average EBITDA of Deals $1,971,867
Advisor Recommendation #2 (Winning M&A Advisor)
Firm Type Investment Bank
Generalist / Specialist Generalist
Deals Marketed on Axial L12 11
Deals Marketed on Axial All-Time 163
Average Revenue of Deals $27,101,724
Average EBITDA of Deals $4,472,817
Advisor Recommendation #3
Firm Type Investment Bank
Generalist / Specialist Generalist
Deals Marketed on Axial L12 22
Deals Marketed on Axial All-Time 114
Average Revenue of Deals $38,025,913
Average EBITDA of Deals $4,636,270


Axial is the trusted deal platform serving the lower middle market ($2.5-$250M TEV).

Over 3,500 advisory firms and 3,000 corporate and financial buyers have joined Axial to efficiently connect with relevant capital partners, source actionable deals, and build new relationships.

Visit the Closed Deals page to see selected transactions that have been sourced and closed via Axial.

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