5 Things a Proposed M&A Fee Structure Signals to Shareholders

Author Ryan Gerhardy

It is no secret that bankers perform services to make money and shareholders want to benefit from a valuation improvement of their business. What is less well known is the craft experienced bankers employ to determine the appropriate fee structure and quantum of fees for the deal.

Each fee structure signals five things to shareholders. You would be wise to consider each of these components next time you price a sell-side engagement.

What is less well known is the craft experienced bankers employ to determine the appropriate fee structure and quantum of fees for the deal.

Experience of the Team

Sophisticated shareholders understand how an investment banking operation works and are wary when a top-tier mid-market firm is pricing deals “cheap”. Typically this signals a more junior transaction team will be used on the deal. For certain situations getting a quality brand name and the Rolodex of the partnership may be more important than the tombstones of the junior team members managing the transaction.

Just remember your fee signals something about both the experience and the brand you bring to the table.

It is also wise to get out ahead of this and potentially propose fees after a valuation range is set to better understand how difficult it will be to meet expectations before determining the caliber of the team. Just remember your fee signals something about both the experience and the brand you bring to the table.

If you want to employ this strategy be upfront about it and focus more on the industry and sector expertise of the firm and less so on the junior team members.

Expected Valuation Range

A Lehman-scale fee structure with a minimum fee and success ratchets based on performance is common and advisable because of its mutual incentive to both parties. The performance ratchet should be based on the desires of the shareholders, around either a certain EV range or based on a particular earnings multiple.

Multiples are more difficult to define, because of the uncertain nature of adjusted normalized earnings and the difficulty to understand a fair valuation multiple.  Typically, between the fixed fee and the first ratchet. Make sure your signaling adds up.

However, either way, you price the engagement, shareholders will get a clear picture of the expected value you have placed on this business.

Between the fixed fee and the first ratchet. Make sure your signaling adds up.

Cost

The total quantum of fees is important to set correctly as the adviser. Your fee should reflect how long and how many team members are required for the jobs, the risk of completion and the opportunity cost of the occupied resources. These things should all be considered but rarely are.

I suggest achieving this by creating a price/risk matrix and a review board. The matrix provided a score sheet based on 10 objective measures that calculated a baseline fee for any engagement. The review committee compared the proposed fee with similar prior deals (and their outcome) and adjusted accordingly if risk or fee was not appropriately scored.

This is an important process but is often lost with standard fee templates and the fear of missing out on a deal as a result of fees. Savvy shareholders will be able to tell when you have too much fat in the fee based on team size, valuation range and timetable you propose.

Savvy shareholders will be able to tell when you have too much fat in the fee based on team size, valuation range and timetable you propose.

Confidence

Even though retainer and milestone fees have become commonplace since the financial meltdown of 2008, they are commonly removed in competitive situations. However, advisors have more leverage than this. Milestones and retainers can be pro-rated against success fees to provide further coverage to shareholders.

It is important to understand the objectives of the board and shareholders in order to structure and position the reason for these fees. You don’t want to signal something you can get away from during the negotiation. If you are charging milestone or retainer fees this signals you might be covering your costs as a precaution to a busted deal which can inadvertently create a poor outcome is a potential outcome of this engagement.

If you are charging milestone or retainer fees this signals you might be covering your costs as a precaution to a busted deal which can inadvertently create a poor outcome is a potential outcome of this engagement.

Milestones can act as an important timetable feature if the seller wants to get to market quickly or run a tight process. This fee could be charged to incentivize the deal team; to get the CIM (Confidential Information Memorandum) approved and released and the receipt of a bona fide LOI (Letter of Intent).

Preview of the Relationship

The fees presented to shareholders will likely be the first negotiation of the potential transaction. The quantum of fees is not the concern, it is more commonly the value the ratchet kicks in and the quantum of retainers/milestones. The most important aspect of this negotiation is to approach it collectively and resolve each concern. Be flexible on the structure and willing to re-allocate fees between categories.

The most important aspect of this negotiation is to approach it collectively and resolve each concern.

A poor negotiation style or lack of insight into shareholders concerns will reflect poorly on the deal team, while giving away fees to quickly may signal weakness as a negotiator – not something shareholders want to see in their investment banker!

It is an Art

Like most tasks in investment banking setting a fee structure is more art than science. Structuring an appropriate win-win fee relies on a strong relationship and a keen sense of understanding of both the adviser and shareholder viewpoints. We just ask one thing, the next time you structure a fee remember the five things you are signaling to shareholders.