TrueValue M&A Network

Corporate finance advisers

Corporate finance advisers work on the financial architecture of a transaction: how it is priced, how it is funded, how the consideration is structured and how the risk is shared between buyer and seller.

Corporate finance advisers

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What corporate finance advisers do

Corporate finance covers the advice that sits between valuation and the documents: the structure of the consideration (cash, deferred, earn-out, rollover), the mix of debt and equity that funds it, the covenants a lender will want, the tax shape of the deal and the negotiation of the financial terms in the heads of terms. Many corporate finance firms also run the deal process itself, overlapping with M&A advisers.

On a management buy-out or a search fund acquisition the corporate finance adviser is often the central figure: they raise the funding, model the returns and hold the investor relationships.

When to engage them

Engage corporate finance advice when the structure is not obvious: a deal with deferred consideration or an earn-out, an acquisition that needs third-party debt, a management team buying from the owner, or a business with a balance sheet that does not fit a simple multiple.

Usually active at

  • Evaluating a specific business
  • Making or negotiating an offer
  • In due diligence
  • Legal documents and completion
  • Selling a business

What they typically help with

  • Structuring consideration: cash, deferred, earn-outs, vendor loans, equity rollover
  • Raising and negotiating acquisition debt and equity
  • Financial modelling of returns, covenants and cash flow
  • Management buy-outs and buy-ins
  • Negotiating the financial terms of heads of terms and the SPA

Questions to ask before you engage

  1. 1. What structures have you used on deals like this, and which would you propose here and why?
  2. 2. Which lenders and investors have you worked with in the last year?
  3. 3. Do you charge a retainer, a success fee, an arrangement fee on the funding, or a combination?
  4. 4. Will you model the returns and the covenants, and can I keep the model?
  5. 5. Where do you see the risk in this deal, and how would you structure around it?

How corporate finance advisers are paid

Fees are usually a retainer plus a success fee on completion, and sometimes a separate arrangement fee on any funding raised. Ask whether the arrangement fee is charged on debt as well as equity, and whether the retainer is offset against the success fee.

How TrueValue fits alongside

TrueValue’s deal model — the returns card, the LBO tab and the IC memo in the deal workspace — runs on one deterministic engine, so a buyer can test a structure (consideration lines, earn-out attainment, a vendor note, the debt stack against the target’s own balance sheet) and see the maximum price the return hurdles allow before the adviser’s model arrives. The two should agree; where they differ is where the conversation is.

Frequently asked

Is a corporate finance adviser the same as an M&A adviser?

They overlap heavily. Corporate finance emphasises the financial structure and funding of the deal; M&A advisory emphasises running the process. Many firms do both and describe themselves either way.

Do I need corporate finance advice for a cash deal?

Less often. A straightforward cash acquisition of a business with a simple balance sheet may need only a lawyer and an accountant. Deferred consideration, an earn-out, third-party debt or an equity syndicate all change that.

Can corporate finance advisers raise the debt for my acquisition?

Many can, and some specialise in it — see the acquisition finance specialists in this network. Ask whether the fee is charged on the amount raised and whether they are independent of the lenders they introduce.

Listings in the TrueValue M&A Network are provided for information. A listing is not an endorsement or a recommendation, and TrueValue does not guarantee any professional’s performance. You must carry out your own due diligence before engaging anyone, verify regulated status independently with the relevant regulator, and seek qualified legal, financial and tax advice where appropriate.