M&A Fee Size
All, I want to gain a better understanding of pricing across deal size.
I work in deal ranges $20-$500m
Typically will do -$1.5m to $2m flat with a break point 5% above -1% to 2% with additional tiering after break
Do these fee structures ring the same for mega deals/upper middle market?
On top of all of this… can we still assume managing directors walk with 20% of their fees? -are they capped at larger institutions?
bump
At our boutique, working on 10-100m deals, it's by tiers:
1,25% if below the target EV
2,5% in the target range and
10% if over the range,
with minimum caps on some deals
Assuming you're talking about sell-side advisory fees, what you described is a common structure. While the structure is common for deals larger than what you described, the percentages change significantly.
As deals get larger, the % fee will typically decline but deals that are ~5bn+ often have other complexities that make fee comparison more nuanced (e.g. anit-trust considerations can push a higher % of the total fee to be paid at signing vs. closing compared to other smaller deals).
This is a subset of sole advisor sell-side deals from Goldman Sachs from the last few years but you can see the shape of the fee curve.
The thing that your missing is that sole financial advisor credits are very rare in this market, and deals almost always have co-advisors. As a sole-advisor, the fee is also more earned because you have to do so much more. Also the larger the deal, the lower the fee as this chart shows, but it gets minuscule when there are other co-advisors and the deal is even larger than $10,000MM. All of the mega deals are great for reputation, so everyone is willing to do it at basically any fee %.
Agreed, that's why I specified sole advisor deals in my initial post. Multi-advisor deals add complexity in trying to pick out advisors that were brought in to give them credit (to your point), advisors that played a minor role, and advisors who were really involved in the transaction. This is obviously more common with larger deals as you pointed out. Just two examples as a comparison:
MD's do not walk away with 20% of their fee point blank at BBs. You are paid from the broader bonus pool, and your performance determines how much you make. Making anything over $10MM is very rare and requires an extremely good group head or higher, alternative you have to be some elite top rainmaker the firm cannot afford to lose.
Typically for large-cap deals, terms are negotiated for fees. The large corps and sponsors we work with always have the upper hand as we are dependent on our relationship with them. I have never seen a deal that is 2%, and have seen things as low as 0.15%.
In general my firm is considered expensive. For sell-side, we generally try to price our base fee in the 1%-2% range, 1.5% would be the average we'd be reluctant to price under. On top of the base fee we'd typically include a ratchet at a healthy but achievable premium to recent trading performance (or comps-informed valuation). Also, a discretionary for a couple million.
With the exception of EBs and GS, I've generally seen other bulges price below in competitive situations. Mid-markets definitely price below, when we compete with them, almost always try to win on discounted pricing.
Buy-side, typically a flat $ amount based on 1%-1.5% of predicted deal value with discretionary on top.
For payouts I've seen 15%-25% of deal fees at EBs. For bulges typically allocation from a pool (which explains why heavy-hitters at BBs often choose to move to EBs, for the hire take per deal).
Take all of the above with the understanding that fee practices vary widely amongst banks in the U.S. and when you throw in cross-border, Europe, APAC it becomes even more dispersed.
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