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M&A Fundamentals

M&A Advisor Fee Schedule: Seller Guide

How to read an M&A advisor fee schedule: success fee, cap, retainer, expenses, minimum fee, tail, payment trigger, and scope.

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Part of guide —How to Sell a Business: Guide for APAC

An M&A advisor fee schedule should show the seller exactly what is paid, when it is paid, and what work is included. At minimum, check the success fee, fee basis, cap, minimum, retainer, expenses, tail, payment trigger, and scope. Lyndon Advisory publishes a simple schedule: 2% of enterprise value, capped at US$300,000, with no retainer or expense recharge.

For the full process context, read How to Sell a Business. A fee schedule is not just a price list; it is a statement of alignment.

Fee Schedule Checklist

Line item What to confirm Lyndon Advisory
Success fee Percentage and value basis 2% of enterprise value
Fee cap Maximum fee in dollars US$300,000
Minimum fee Whether a floor applies None stated as a separate minimum
Retainer Amount, duration, and crediting None
Monthly fee Ongoing pre-closing charge None
Expense recharge Travel, data room, admin, research None
Tail Buyer list, standard of contact, duration Narrow and buyer-specific if applicable
Payment trigger LOI, signing, or closing Closing only
Scope What the advisor actually does Full sell-side advisory process

Axial’s 2026 M&A Fee Guide provides a useful market reference because it tracks engagement fees, success fees, capital raising mandates, and expense policies across lower-middle-market advisors.

Fee Schedule Examples

Enterprise value 2% before cap Lyndon fee Effective rate
US$10M US$200,000 US$200,000 2.00%
US$25M Above cap US$300,000 1.20%
US$50M Above cap US$300,000 0.60%
US$100M Above cap US$300,000 0.30%

The cap is why sellers should compare total dollars, not only percentages. A capped fee schedule can become more attractive as transaction value increases, but only if the advisor still delivers the work required to create buyer confidence and competitive tension.

Scope Must Sit Beside Price

Included work Why it belongs in the fee comparison
Valuation Defines a credible asking framework
CIM and teaser Gives buyers a professional basis for serious offers
Financial model Supports normalized EBITDA and growth assumptions
Investment story Explains buyer logic and strategic value
Buyer map Broadens the process beyond obvious buyers
Targeted outreach Creates competitive tension under confidentiality
Negotiation Protects price, structure, conditions, and timing

The IBBA and M&A Source Market Pulse research reinforces that lower-middle-market sellers operate across different transaction sizes, buyer types, and advisor models. A clean fee schedule helps owners compare those routes.

“A good fee schedule should be boringly clear. Sellers should not need to reverse-engineer retainers, expenses, tails, and minimums to understand what they owe if the transaction succeeds.”

— Daniel Bae, Founder & CEO, Lyndon Advisory

Next Step

Situation Best next step
You want to model the schedule Use the fee calculator
You want Lyndon’s published terms Review Lyndon fees
You want to discuss fit Submit a confidential valuation inquiry

For related reading, see What Is Included in an M&A Advisor Fee?, M&A Advisor Hidden Fees, M&A Advisor Engagement Letter Fee Terms, Lehman Formula vs Capped Success Fee, and Compare M&A Advisor Fee Proposals.

About the Author

Daniel Bae

Daniel Bae

Co-founder & CEO, Lyndon Advisory

Daniel is an investment banker with 15+ years of experience in M&A, having advised on deals worth over US$30 billion. His career spans Citi, Moelis, Nomura, and ANZ across London, Hong Kong, and Sydney. He holds a combined Commerce/Law degree from the University of New South Wales. Daniel founded Lyndon Advisory to solve the pain points in M&A, enabling bankers to focus on what matters most — delivering trusted advice to clients.

About Lyndon Advisory

Lyndon Advisory is an M&A advisory firm built for Asia Pacific. We help business owners sell their companies and investors make strategic acquisitions with senior-led execution, disciplined process management, and structured buyer research. For owners, the first step is a confidential review of valuation range, likely buyer universe, and whether a structured sell-side process is justified.

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