You pay only when you get paid:
4 to 6% at closing.
No retainers, no upfront fees, no lock-ins. The exact rate depends on transaction size and complexity, agreed before we start; if we do not sell your company, you owe us nothing.
The only day you pay us is the day you get paid
Months of valuation, materials, outreach, and negotiation cost you nothing. Our fee exists only inside your closing wire.
The fee is never a bill you receive during the process; it is a line in the settlement of funds at closing. No sale, no fee.
No retainers
No monthly fees while the process runs. Our only revenue event is your closing.
No upfront fees
Valuation, preparation, and materials are part of the mandate, not billable extras.
No lock-ins
No long-term commitments. If the collaboration is not working, you can walk.
Alignment is the fee structure
Retainer-funded processes reward activity; success fees reward outcomes. Because we only earn when you close, we tell you honestly on the first call whether your business is sellable at a price you would accept, and we decline mandates we do not believe in. That alignment is the fee structure.
What M&A advisors typically charge
Most sell-side engagement letters combine several of the structures below. Before you sign one, make sure you know which of them are in it, and what each one pays the advisor to do.
| Structure | How it works | What it means for you |
|---|---|---|
| Lehman formulaConvention | A declining scale on the sale price: 5% of the first million, 4% of the second, 3% of the third, 2% of the fourth, and 1% of everything above. A convention that has been around for decades. | Transparent and success-based, but calibrated for an era of smaller deal values. On modern prices the blended rate lands low, so few advisors still use it unmodified. |
| Double LehmanConvention | The same declining scale at twice the rate: 10-8-6-4-2%. A common convention in the lower middle market, where deals are smaller but the work per deal is not. | On a typical founder-scale exit the blended rate usually works out in the mid single digits, which is why so many quotes cluster there. |
| Monthly retainer | A recurring fee, commonly four to five figures per month, billed while the process runs. Sometimes credited against the success fee at closing, sometimes not. | You pay whether or not the company sells. Always ask whether the retainer is credited back at closing; the answer tells you a lot. |
| Minimum fee | A floor under the success fee, so the advisor's payout does not fall below a set amount even if the sale price does. | Sensible for the advisor, but check the floor against your realistic valuation range. A high minimum can quietly raise your effective rate. |
| Success fee onlyHow Array works | A single percentage of the final sale price, paid once, at closing, out of the wire. Nothing before it and nothing besides it. | The advisor carries the cost of the process and earns only if you do. At Array Capital that is 4 to 6%, fixed in the engagement letter before work starts. |
The structure you sign shapes the advice you get, and it shows up in behavior long before it shows up in an invoice. An advisor collecting a retainer every month can afford a mandate that drifts, because the meter runs either way. An advisor who is paid only at closing has to be selective about which companies to take on, honest about the achievable price, and quick to tell you when something in the deal needs fixing rather than letting the process idle. None of this makes retainers illegitimate; larger banks use them to fund large deal teams on long processes. It does mean you should read a fee schedule as a description of incentives, not just of cost.
Common questions about M&A advisor fees
Short answers first, so you can compare us against any other engagement letter on your desk.
How much does an M&A advisor cost?
At Array Capital, 4 to 6% of the final sale price, paid once at closing, with nothing billed before it. Across the wider market the answer depends on the structure: Lehman-style declining scales, Double Lehman in the lower middle market, monthly retainers, minimum fees, or a combination of several. The honest total cost of any engagement is the success fee plus everything invoiced before closing, so add the two before you compare quotes.
Is a success fee negotiable?
The rate reflects the size and complexity of your transaction, and it is fixed in the engagement letter before any work starts. Smaller or more complex deals sit toward 6%, larger and cleaner ones toward 4%. What never happens is a change mid-process: the rate you sign is the rate you pay at closing. For the specific number for your business, book a discovery call and we will tell you directly.
What terms does the engagement letter ask for?
A typical Array Capital engagement asks for four months of exclusivity. A success-only fee means the valuation work, the materials, and the buyer outreach are funded by us, so we ask you to run the process with one advisor while we do. There is no expense pass-through on top of the fee: travel, tools, and materials are our cost to carry. The one exception is a trip you specifically ask us to make, which is the only cost we would pass on.
What is included in the fee?
Everything in the mandate: valuation and positioning, the designed CIM and materials, global buyer outreach, Q&A and diligence management, and negotiation through closing. Your identity stays protected the whole way; buyers see an anonymous profile until they sign an NDA, as described on our confidentiality page. There are no billable extras.
Are there any costs if my company does not sell?
With Array Capital, no. No retainer accrues, no materials are invoiced, and no break fee applies; the months of work are our cost, not yours. This is also why we tell you on the first call whether we believe your company is sellable at a price you would accept. Taking a mandate we do not believe in would cost us, not you.
Where a success-only fee fits among your options
A founder has three realistic paths to a sale. Large investment banks run excellent processes for transactions far above founder scale, typically funded by retainers on top of a success fee. Marketplaces and brokers are cheap to enter, but they list your company publicly and leave much of the work, and the negotiation, to you. Array Capital sits between the two: an institutional-grade process, described in full on our services page, at a single success fee that exists only if your deal closes. If you are still weighing the paths, our guide on how to sell a SaaS company walks through what each looks like in practice, fee structures included.
Want a number for your business?
Book a discovery call and we will give you our honest read on valuation and the fee for your size of transaction.