The Short Answer
Windsor Drake charges a monthly advisory fee of $10,000 and a graduated success fee beginning at 5.0% of transaction value and stepping down as value increases. The advisory fee is earned as paid and is not credited against the success fee. The minimum success fee is $250,000. On a $20 million transaction closing in the ninth month, total fees are approximately $990,000, or 5.0% of transaction value.
These are Windsor Drake's standard economics for sell-side mandates. They are published here in full.
Fee structures in this market are rarely disclosed before a founder is well into a selection process, which makes comparison difficult at the point where comparison is most useful. Windsor Drake takes a different view. A founder who reads this page and concludes the economics do not work for his situation has saved himself several meetings, and the firm has saved the same.
The economics below are premium relative to the market. That is a deliberate consequence of how the firm is built, and the reasoning is set out further down rather than asserted.
The Schedule
| Monthly advisory fee | $10,000, payable monthly in advance while the engagement is active |
| Initial term | Twelve months. The advisory fee stops at closing. Continuation past twelve months is by written agreement. |
| Advisory fee credit | None. The advisory fee is earned as paid. |
| Success fee | 5.0% of the first $10 million of transaction value 4.0% of transaction value from $10 million to $25 million 3.0% of transaction value from $25 million to $50 million 2.0% of transaction value above $50 million |
| Minimum success fee | $250,000 |
| Minimum enterprise value | $5,000,000 for a cash-fee mandate |
| Tail | Eighteen months, limited to parties Windsor Drake contacted in writing during the term |
| Expenses | Billed at cost. No single expense above $2,500 and no cumulative total above $10,000 without written approval. |
| Third-party costs | Quality of earnings, legal, and tax advisors are engaged by the client and billed directly by those providers. Windsor Drake accepts no referral compensation from any of them. |
These economics apply to standard sell-side mandates in Windsor Drake's coverage sectors. Corporate carve-outs, distressed situations, and transactions requiring regulatory approval in more than two jurisdictions carry different scope and are quoted separately. Transaction value is defined as consideration paid for the equity of the business, plus indebtedness assumed or repaid at closing, plus the present value of earnout consideration at the midpoint of the achievable range. Rollover equity is included at the value ascribed to it in the definitive agreement. Working capital adjustments are excluded. The definition appears in the engagement letter in the same words it appears here.
Worked Illustrations
The success fee percentage is not what a client pays. What a client pays is the blended rate after advisory fees, which is the only figure worth comparing across firms. The table below assumes a transaction closing in the ninth month of the engagement, which is the midpoint of Windsor Drake's planned process length.
| Transaction value | Success fee | Advisory fees | Total | Effective rate |
|---|---|---|---|---|
| $5,000,000 | $250,000 | $90,000 | $340,000 | 6.8% |
| $10,000,000 | $500,000 | $90,000 | $590,000 | 5.9% |
| $20,000,000 | $900,000 | $90,000 | $990,000 | 5.0% |
| $35,000,000 | $1,400,000 | $90,000 | $1,490,000 | 4.3% |
| $50,000,000 | $1,850,000 | $90,000 | $1,940,000 | 3.9% |
Illustrations, not forecasts. At $5 million the $250,000 minimum governs rather than the percentage. Each additional month of engagement adds $10,000 to the total. A transaction closing in month twelve at $20 million produces total fees of $1,020,000, or 5.1%.
Where This Sits Against the Market
Published surveys of lower middle market sell-side engagements place the effective success fee at roughly 4.8% on a $5 million transaction, 3.4% on a $20 million transaction, and 2.0% at $100 million. Windsor Drake sits above that range at every transaction size below $50 million.
The reason is structural rather than positional. Windsor Drake accepts a limited number of sell-side mandates each year and staffs each one with senior attention from the first meeting through closing. Jeff Barrington remains directly responsible for positioning, buyer strategy, negotiation, and every material client decision on every mandate. A practice built that way carries a lower deal count and a higher cost per engagement, and the fee reflects it.
A founder weighing the cost should hold it against the range of outcomes rather than against another firm's percentage. On a $20 million transaction, a five percent difference in price or in economic terms is $1,000,000. That is an illustration rather than a projection of what any process will achieve, and it is the reason preparation, competitive tension, and the structure of the final agreement matter relative to the cost of representation.
Why There Is an Advisory Fee
An engagement compensated only on closing carries an obvious tension. Preparation work is unpaid, declined mandates are revenue foregone, and the advisor's economics improve in every scenario where the company goes to market. Windsor Drake's structure removes that tension from the advice.
The advisory fee pays for the preparation phase directly. That is what allows the firm to tell a founder in week three that revenue concentration will cost him a turn of EBITDA and that the better decision is to wait two quarters, and to be paid for the work that produced the conclusion.
It works as a commitment device in the other direction as well. A client funding the engagement monthly attends the diligence calls, produces the schedules, and treats the process as a live project. Processes fail on seller responsiveness at least as often as they fail on buyer interest.
Why the Advisory Fee Is Not Credited
The monthly advisory fee is earned as paid and is not credited against the success fee. It compensates Windsor Drake for preparation and senior execution work performed throughout the engagement, whether or not a transaction closes.
Structures that credit the advisory fee at closing are common and defensible. Windsor Drake does not use one, and the worked illustrations above include the advisory fee in the total for that reason. A founder comparing firms should confirm whether a competing quote includes its retainer in the headline number, because the comparison is meaningless otherwise.
What Is Negotiable
The engagement letter is negotiated on most mandates, usually by the client's counsel, and Windsor Drake expects it. Tail length, expense thresholds, the definition of transaction value, termination rights, and the treatment of excluded parties are all open and are frequently amended.
The fee rate is not discounted to win a mandate. The reasoning is practical rather than principled. A firm that reduces its own price under commercial pressure has demonstrated how it will behave when a buyer applies the same pressure to the client's price in month seven, and the client will have watched it happen.
Mandate Fit
Windsor Drake declines engagements more often than it accepts them. The criteria below account for most declines, and a founder can usually determine his own answer before making contact.
- Transactions below $5 million in enterprise value
- Below that level the fee becomes too large a share of proceeds for this structure to serve the seller. A regional intermediary is the better fit and will cost the owner less.
- Companies not yet prepared for market
- Revenue concentration, undocumented add-backs, contracts without assignment provisions, and financials that have never been reviewed are all fixable, and each is cheaper to address before a buyer finds it. Where the work is substantial, the honest recommendation is to do it first.
- Unresolved owner dependence
- Where revenue is tied to the owner personally and no transition plan exists, the outcome is unlikely to match the founder's expectation. Windsor Drake will say so before an engagement rather than demonstrate it over nine months.
- Processes constrained by a buyer's deadline
- An exclusivity deadline imposed by an inbound acquirer is a mechanism for avoiding competition. Windsor Drake accepts these mandates only where the client is genuinely prepared to let the deadline pass.
- Mandates without economic alignment
- The engagement requires a client prepared to fund the preparation work the process depends on. Where that commitment is not present, the process will not be run properly and the outcome will reflect it.
Alternative Fee Structures
On a small number of mandates, part of the cash success fee is structured as warrant coverage priced at transaction value. This is offered by invitation and documented in the engagement letter alongside the client's counsel.
It is not available on request and it is not a reduction in fee.
What the Fee Pays For
Senior-led execution of a six-phase sell-side process running approximately nine months. An initial buyer universe that commonly begins at 150 to 300 candidates, qualified on acquisition history, stated strategy, and capacity to complete. Transaction materials built in-house rather than outsourced: the confidential information memorandum, financial model, blind teaser, buyer research, and data room.
Supporting that work is a proprietary database of 187 fintech transactions across 23 sub-sectors, tracked for multiple paid and consideration structure, and a research library of 47 published reports. When a buyer argues that a comparable traded at 3.1x, the response is what the comparable actually traded at and what the earnout was worth.
The process is set out in detail separately. How Windsor Drake runs a sale covers the six phases, the buyer funnel, and the timeline.
Common Questions
How much does an M&A advisor charge?
Windsor Drake charges a monthly advisory fee of $10,000 and a graduated success fee beginning at 5.0% of transaction value and stepping down as value increases. The advisory fee is earned as paid and is not credited against the success fee. The minimum success fee is $250,000. On a $20 million transaction closing in the ninth month, total fees are approximately $990,000, or 5.0% of transaction value.
Is the monthly advisory fee credited against the success fee?
No. The monthly advisory fee is earned as paid and is not credited against the success fee. It compensates Windsor Drake for the preparation and senior execution work performed throughout the engagement, whether or not a transaction closes. The worked illustrations on this page include it in the total cost for that reason.
How long is the monthly advisory fee payable?
The initial engagement term is twelve months. The advisory fee is payable monthly while the engagement is active and stops at closing. A process that closes in month nine incurs nine payments, not twelve. Engagements that continue past twelve months renew by written agreement.
What is the minimum fee?
The minimum success fee is $250,000. Windsor Drake does not accept a cash-fee sell-side mandate below $5 million in expected enterprise value, because below that level the fee is too large a share of proceeds for the structure to serve the seller.
Are Windsor Drake's fees negotiable?
The engagement letter is negotiable and is negotiated on most mandates. Tail length, expense thresholds, the definition of transaction value, and termination rights are all discussed with the client and their counsel. The fee rate is not discounted to win a mandate. A firm that reduces its own price under commercial pressure has demonstrated how it will behave when a buyer applies the same pressure to the client's price.
What is a tail provision and how long is Windsor Drake's?
A tail provision entitles the advisor to a success fee if the company sells after the engagement ends. Windsor Drake's tail is 18 months and applies only to parties Windsor Drake contacted in writing during the term. It does not apply to buyers the company finds on its own after the engagement ends.
Does Windsor Drake ever take equity as part of its fee?
On selected mandates, part of the cash success fee can be structured as warrant coverage priced at transaction value. This is offered by invitation on a small number of engagements and is documented in the engagement letter alongside client counsel. It is not available on request and it is not a reduction in fee.
What does the fee pay for?
Senior-led execution of a six-phase sell-side process running approximately nine months, an initial buyer universe that commonly begins at 150 to 300 candidates, and the full set of transaction materials built in-house. Jeff Barrington remains directly responsible for positioning, buyer strategy, negotiation, and every material client decision on every mandate.
The economics are the easiest part of the conversation to have first.
If the schedule works, the remaining questions are whether the business is ready and whether Windsor Drake is the right firm to run the process. Both are answered in one conversation at no cost.
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