Sell My Business Broker: What They Actually Charge in 2026 (Lehman, Double Lehman, Retainers Explained)

“How much does a broker charge to sell my business?” is the most-Googled M&A cost question and one of the least transparently answered. Most broker websites avoid publishing fees entirely. The ones that do publish them quote one number (the success-fee percentage) and bury the retainer, tail fee, expense reimbursement, and minimum-fee clauses inside the engagement letter. By the time owners realize the all-in cost, they’ve already signed 12 months of exclusivity.

This guide pulls every cost line into the open. What brokers actually charge across the three deal-size bands ($500K-$1M, $1M-$5M, $5M+). How the Lehman and Double Lehman scales work with worked examples. What a monthly retainer really costs over a typical 6-12 month engagement. What tail fees are and how they trap sellers months after a contract ends. And the alternative most owners don’t know exists: working with a buy-side partner where the buyer pays the fee, not you.

Numbers in this guide come from observed engagement letters across LMM transactions. Specific firms structure fees differently — some bundle retainer into the success fee, some don’t. Some use straight Lehman, some use Double Lehman, some use modified scales. The ranges below reflect the typical outcomes across the lower middle market in 2026. Your specific broker’s engagement letter is the source of truth — read it carefully, and ideally have a transactional attorney review it before signing.

One framing note before you start. A good sell-side broker can be worth their fee on a complex, large, or multi-bidder transaction where the auction premium they generate exceeds what they charge. The problem is that most LMM businesses don’t fit that profile — the buyer pool is finite, the buyers are already known to specialists, and an auction process generates more friction than premium. Knowing when a broker is worth it (and when you’re overpaying for introductions someone else can make for free) is the entire point.

“On a $5M sale, a traditional sell-side broker charges $300K-$500K. A buy-side partner working directly with the buyer pool charges the seller $0. The math is the entire conversation — and most owners only do it after they’ve already signed a 12-month exclusivity.”

Key Takeaways

• Sub-$1M deals: 8-12% straight commission typical. On a $1M sale that’s $80K-$120K paid at closing.
• $1M-$5M deals: Lehman or Double Lehman scale + monthly retainer of $5K-$25K for 6-12 months.
• $5M+ deals: 3-6% success fee + retainer + expense reimbursement. Total fee load $150K-$300K+ on a $5M deal.
• Hidden costs: non-refundable retainers, tail fees (12-24 months past termination), expense pass-through, minimum-fee clauses.
• Lehman scale: 5% on first $1M, 4% on second, 3% on third, 2% on fourth, 1% on rest. Double Lehman doubles each tier.
• Buy-side alternative: 76+ active LMM buyers already known to specialist firms. Buyer pays. Seller pays $0. No retainer, no exclusivity, no tail fee.

How sell-side business brokers actually work

A business broker’s job is to represent the seller and find a buyer. On paper that sounds clean. In practice, the broker runs a process: they prepare a Confidential Information Memorandum (CIM), build a buyer list, send teasers, manage NDAs, qualify interest, run the management-meeting cycle, solicit indications of interest (IOIs) and letters of intent (LOIs), negotiate terms, and shepherd the transaction through diligence and closing. Most LMM broker engagements run 6-12 months from kickoff to close.

Brokers earn money in three ways: a monthly retainer, a success fee, and expense reimbursement. Some firms bundle these into a single line item; most break them out. The monthly retainer keeps the broker paid while the deal works. The success fee — almost always a percentage of total enterprise value — is paid at closing. Expense reimbursement covers marketing materials, data-room subscriptions, travel, and outside vendors.

The structure shifts by deal size. On a sub-$1M Main Street deal, brokers typically charge a flat percentage (often 8-12%) with no retainer or a small one. On a $1M-$5M lower middle market deal, the structure shifts to a Lehman or Double Lehman scale plus a monthly retainer. On $5M+ deals, the success fee compresses to 3-6% but the retainer load grows and engagement becomes more involved.

What a broker does not control: who the buyers are. On any given LMM industry, the buyer universe is finite — 30-100 PE platforms, family offices, search funders, and strategic consolidators that actively pursue that sector. A broker’s value-add isn’t inventing buyers. It’s running a structured process that creates competitive tension among the buyers who already exist. If you (or someone you work with) already know that buyer pool, the broker’s value-add compresses to process management — which is real but often not worth 6-12% of deal value.

Sub-$1M deals: 8-12% straight commission

Below $1M in enterprise value, business brokers typically charge a flat success fee of 8-12% with little or no retainer. This is the “Main Street” band — restaurants, retail, smaller home services, sub-scale manufacturers, and any business where buyer profile is more individual / SBA-backed than institutional. The flat percentage reflects that the work is similar regardless of deal size and the broker needs the percentage to make a smaller deal worth their time.

Worked example on a $1M business sale: 10% success fee = $100,000 paid at closing from seller proceeds. If the broker also charged a $2K/month retainer for 9 months ($18K) and $5K of expense reimbursement, the all-in cost is $123,000 — about 12.3% of total enterprise value. After federal capital gains (15-20%), state tax, and broker fees, the seller nets roughly $560K-$650K of a $1M sale depending on state.

What you typically get for the 8-12%: a public listing on BizBuySell or similar marketplace, a one-page teaser, NDA management, buyer qualification, and process coordination. You don’t typically get institutional buyer relationships at this band — sub-$1M deals rarely attract platform PE or family offices. The buyer pool is individual operators, search funders, SBA-financed first-time buyers, and small strategic acquirers.

When the math works at this band: if the broker generates a competitive process with 3+ qualified bidders that produces a meaningfully higher price than you’d get from the first inbound caller, the 10% fee is justified by the auction premium. If the broker takes the first decent offer and closes a single-bidder transaction, you paid 10% for a deal you could have closed yourself.

$1M-$5M deals: Lehman + Double Lehman + retainers

In the $1M-$5M LMM band, broker engagements shift to the Lehman or Double Lehman scale plus a monthly retainer. This is the band where institutional buyers (lower middle market PE, family offices, search funders) become the primary buyer pool, and where the broker engagement looks more like an investment-banking process than a Main Street listing.

The classic Lehman scale: 5% of the first $1M of enterprise value, 4% of the second $1M, 3% of the third, 2% of the fourth, and 1% of everything above $4M. Originally designed by Lehman Brothers in the 1960s for larger transactions, it’s now the standard structure adapted across LMM brokerage.

The Double Lehman scale: 10% of the first $1M, 8% of the second, 6% of the third, 4% of the fourth, and 2% of everything above $4M. Double Lehman is more common in LMM than the classic version because the smaller base values don’t generate enough fee revenue under straight Lehman to make broker engagement economically viable. Many LMM brokers default to Double Lehman as their standard scale.

Worked example on a $3M sale — classic Lehman: 5% on first $1M = $50K. 4% on second $1M = $40K. 3% on third $1M = $30K. Total success fee = $120,000. Add a $10K/month retainer for 9 months = $90K (typically credited against success fee, but not always). Add expense reimbursement of $10K. All-in cost: $130-220K depending on retainer crediting = 4.3-7.3% of deal value.

Worked example on a $3M sale — Double Lehman: 10% on first $1M = $100K. 8% on second $1M = $80K. 6% on third $1M = $60K. Total success fee = $240,000. Plus $90K retainer + $10K expenses = all-in cost: $250-340K = 8.3-11.3% of deal value. Double Lehman roughly doubles the fee load on LMM transactions vs straight Lehman.

Worked example on a $5M sale — Double Lehman: 10% on first $1M = $100K. 8% on second = $80K. 6% on third = $60K. 4% on fourth = $40K. 2% on fifth = $20K. Total success fee = $300,000. Plus $15K/month retainer for 9 months = $135K. Plus $20K expenses = all-in cost: $320-455K = 6.4-9.1% of deal value.

$5M+ deals: 3-6% success fee + larger retainer load

Above $5M in enterprise value, the success-fee percentage compresses but the absolute dollar load stays material. Brokers and investment-banking-style M&A advisors at this size typically charge 3-6% of total enterprise value as a success fee, plus a $15K-$30K monthly retainer for 9-15 months, plus expense reimbursement that can reach $50K-$100K on complex deals.

Worked example on a $10M sale — 4% success fee: $400,000 success fee + $20K/month retainer for 12 months ($240K, sometimes partially credited) + $40K expenses. All-in fee load: $440K-$680K = 4.4-6.8% of deal value. The retainer alone often exceeds $200K on these engagements.

Why the percentage compresses but absolute dollars don’t fall: $5M-$25M deals require more sophisticated process management — institutional QoE prep, structured auction with multiple bidders, complex deal structures (rollover equity, earnouts, escrows, working capital adjustments). The broker’s hours scale with deal complexity, not deal size, so the per-hour effective rate stays roughly constant while the percentage rate falls.

Engagement length tends to be longer at this band: 9-15 months from engagement to close is typical. The retainer compounds across that period. A $20K/month retainer for 12 months is $240K — a meaningful expense even before any success fee, and largely non-refundable if the deal doesn’t close. Sellers who go through a full process and don’t close (about 20-30% of LMM engagements) eat the retainer with no offsetting transaction value.

The hidden costs: retainers, tail fees, expense reimbursement

Most owners focus on the success-fee percentage and miss the four other cost lines that compound the broker engagement. Each is buried in a different section of the engagement letter. Each is non-trivial. Together they typically add 1-3 percentage points to the all-in cost beyond the headline success fee.

Hidden cost #1: non-refundable monthly retainer. $5K-$25K/month for 6-12 months ($30K-$300K total). Sometimes “credited” against the success fee at closing — meaning the broker keeps the retainer if the deal doesn’t close, but offsets it dollar-for-dollar against the success fee if it does. About half of LMM engagement letters credit retainers; the other half don’t. Read carefully.

Hidden cost #2: tail-fee clauses. If you terminate the broker engagement and then close a transaction with someone the broker introduced (or someone on the broker’s buyer list) within 12-24 months after termination, the broker still gets paid the success fee. This clause is in nearly every LMM engagement letter and most owners don’t notice it. The result: even if you fire your broker, you’re paying the success fee if the eventual buyer was on their list.

Hidden cost #3: expense reimbursement. Marketing materials ($5K-$15K), data-room subscriptions ($5K-$20K), travel ($5K-$30K depending on management presentations), outside vendors (legal, accounting if not borne by the seller directly). On larger deals, expense reimbursement can reach $50K-$100K. Check whether expenses are capped or pass-through — uncapped pass-through is common and creates open-ended cost exposure.

Hidden cost #4: minimum success-fee clauses. Many engagement letters specify a minimum success fee (often $150K-$250K for LMM) that overrides the percentage math on smaller deals. If your business sells for $1.5M and your engagement letter has a $200K minimum, your effective fee is 13.3% — not the headline Double Lehman 9% the broker quoted. Always check minimum-fee floors.

Hidden cost #5: exclusivity and lock-up. Standard LMM broker engagements require 12-month exclusivity. During that period, you can’t talk to buyers directly, can’t engage another advisor, and can’t terminate without paying the retainer through the contracted period (and triggering the tail-fee clause). If the engagement isn’t working, you’re typically locked in until the contract expires.

Tail fees explained: why firing your broker often doesn’t end the cost

The tail-fee clause is the single most-overlooked cost in broker engagement letters. It says: if you sell your business within X months after this contract ends to anyone the broker introduced, contacted, or had on their buyer list, the broker still gets paid the full success fee. X is typically 12-24 months. The buyer list is typically attached to the engagement letter as an exhibit, but updates to it during the engagement may or may not be tracked.

Why this matters in practice: many broker-led processes don’t close in the contract window. Maybe the offers came in low. Maybe diligence broke down. Maybe the seller chose to wait for a better market. The seller terminates the engagement, takes a year or two off, then circles back when conditions improve — and ends up selling to a buyer who was on the original broker’s list. The broker collects the success fee even though the seller did the work to bring the buyer back.

The only protection is a clean buyer-list audit at the time of termination. Get a written copy of the broker’s buyer list as of the termination date. Track which buyers contacted you outside the broker’s introduction. If a buyer comes back later who wasn’t on the list (or wasn’t introduced by the broker), you can defend against the tail fee. Without documentation, the broker’s claim usually wins.

How tail fees affect the buy-side alternative. If you’re considering a buy-side partner instead of (or after) a sell-side broker, tail-fee exposure matters. A buy-side partner working with their own buyer relationships isn’t typically on the broker’s list — but if the broker introduced you to a PE firm and that PE firm later acquires you through a different intermediary, the original broker may still claim. Document everything.

What you actually get for 6-12% of your deal

Sell-side broker value-add breaks into four buckets: process management, buyer outreach, valuation positioning, and negotiation support. Some of these are real value-add. Some are services you’re paying premium prices for that you could get elsewhere cheaper or that the buyer would pay for if you let them.

Process management (real value, but $50K-$100K of work, not $300K). Drafting the CIM, building the data room, managing NDAs, scheduling management meetings, coordinating diligence requests. This is the bulk of broker labor. It’s real work that takes specialist skill. A boutique M&A advisor or fractional deal-quarterback can deliver the same service for $50K-$150K flat fee — not 6-12% of deal value.

Buyer outreach (often duplicative). Brokers maintain databases of PE firms, family offices, and strategic acquirers. They send teasers, manage responses, qualify interest. The reality: any specialist intermediary in your industry already knows the same 30-100 buyers. The broker’s outreach is mostly a relabeling exercise — sending your business to a list everyone in the industry already covers. The premium they charge for ‘buyer access’ reflects information asymmetry they assume the seller has, not actual proprietary access.

Valuation positioning (mixed). A good broker knows comps, knows the typical multiple range, and can position your business credibly to buyers. A bad broker overpitches the valuation in the CIM, generates inbound interest from the sticker price, then walks the seller down through diligence. The variance between brokers on this dimension is enormous, and most sellers can’t evaluate it ahead of time.

Negotiation support (the most underrated piece). When a buyer wants to re-trade after diligence findings, when working capital adjustments are being negotiated, when escrow and indemnity terms are being papered, an experienced broker has seen the patterns and can push back credibly. This is the highest-leverage 5% of the engagement. The problem: the seller is usually paying for 100% of the engagement to get this 5%, and a transactional attorney + an outside M&A consultant can deliver the same support for a fraction of the cost.

The buy-side-partner alternative: how it actually works

A buy-side partner is the inverse of a sell-side broker. Instead of representing the seller and finding buyers, a buy-side partner represents the buyer pool and finds sellers. The buyer pays the fee. The seller pays nothing — no retainer, no exclusivity, no tail fee, no 12-month contract. The economics work because the fee is built into the buyer’s deal economics, not extracted from the seller’s proceeds.

What this looks like in practice with CT Acquisitions: we work directly with 76+ active U.S. lower middle market buyers — search funders, family offices, lower middle-market PE platforms, and strategic consolidators including direct mandates with the largest consolidators in home services. When a seller comes to us, we know within one conversation which 3-5 buyers in our network are the right fit for their business, their geography, their industry, and their goals. We make warm introductions. The buyer pays our fee at closing. The seller’s proceeds are untouched.

Why the seller-pays-nothing model exists at all: the buyers in our network — PE platforms, family offices, search funders — need consistent deal flow. They pay buy-side intermediaries because intermediaries with relationships, screening, and repeat reputation deliver better deals than blind outbound or auction processes. The buyers’ willingness to pay is a function of saved time and better-fit deals, not of extracting value from the seller.

Tradeoffs of the buy-side approach. You’re not running a wide-net auction. You’re working with 3-5 specifically-chosen buyers from a known pool. If you believe an auction process will generate a meaningfully higher price — and you’re willing to pay 6-12% to find out — a sell-side broker may be the right fit. If you’d rather get to the right buyer faster with zero seller cost, the buy-side approach makes more sense. For most LMM owners we work with, the auction-premium math doesn’t justify the broker fee.

Side-by-side: traditional broker vs buy-side partner

On a $5M sale, the difference between a traditional sell-side broker and a buy-side partner is roughly $300K-$500K of seller proceeds. Same business. Same buyer universe (largely). Same diligence and closing process. Different fee structure, different process duration, different exclusivity terms, different tail-fee exposure.

Process duration also differs. A sell-side broker auction typically takes 9-12 months from engagement letter to close: 2-3 months building CIM and data room, 2-3 months running outreach and management meetings, 1-2 months negotiating LOIs, 3-4 months in diligence and closing. A buy-side partner can move from intro to close in 60-120 days because the buyer is pre-qualified and the process is bilateral, not auction-style.

Exclusivity terms differ. Sell-side broker engagements typically require 12-month exclusivity — you can’t talk to buyers directly, can’t engage another advisor, can’t walk away without retainer + tail-fee exposure. A buy-side partner relationship has no exclusivity and no contract until a buyer is at the closing table. You can take the call, learn what we know, and walk away with zero hooks.

When a sell-side broker is genuinely worth the fee

Three scenarios where a traditional sell-side broker can be worth the 6-12% fee load. These aren’t the typical LMM transaction, but they exist and they’re worth being honest about. If your situation fits one of these patterns, a broker’s value-add likely exceeds their cost.

Scenario 1: large, complex, multi-bidder transactions in deep pools. If your business is $25M+ EBITDA in an industry with 100+ active buyers (large healthcare services, specialty manufacturing, scaled distribution), a true investment-banking-led auction can generate a 1-2x EBITDA multiple uplift over a bilateral process. On a $25M EBITDA business at 10x, that’s $25-50M of incremental value — well above the $5-10M typical IB fee.

Scenario 2: niche industries where you don’t know the buyer pool. If your business is in an obscure specialty (medical device subassemblies for veterinary equipment, a vertical-specific SaaS in an industry of 200 customers, etc.) and you genuinely don’t know who the strategic acquirers are, a broker who specializes in your niche may have proprietary buyer relationships worth paying for. The test: ask for 5 closed deals in your specific sub-niche before signing.

Scenario 3: process-management bandwidth genuinely doesn’t exist on your side. If you’re running the business at full capacity, have no CFO, no COO, no fractional advisor, and physically cannot dedicate 200-400 hours to a sale process, a broker is buying you back time. The fee is high but the alternative (a botched bilateral negotiation because you couldn’t respond to diligence requests fast enough) is worse.

What doesn’t justify the fee. “The broker has connections.” In LMM, the buyer pool is finite and known to specialists — the broker isn’t inventing buyers. “The broker creates an auction.” Most LMM auctions don’t generate meaningful multiple uplift over a structured bilateral process when both involve qualified buyers. “The broker handles negotiation.” A transactional attorney + an outside M&A consultant can deliver equivalent negotiation support for 1/5 the cost.

Questions to ask before signing any sell-side engagement letter

If you’re considering a sell-side broker, the engagement letter is the single most important document in the entire process. Spending two hours with a transactional attorney to negotiate the terms below typically saves $50K-$200K of fee exposure across the engagement. Most owners sign without redlining. Don’t.

Question 1: Is the success fee straight Lehman or Double Lehman? Always ask explicitly. The same firm sometimes quotes “Lehman scale” verbally and writes Double Lehman in the engagement letter. The fee difference is material — on a $5M deal, ~$150K.

Question 2: Is there a minimum success fee? If yes, what is it? On smaller deals, a minimum-fee floor (often $150K-$250K) can override the percentage math entirely. If your expected deal size is $1M-$2M, a $200K minimum makes your effective rate 10-20%, not the headline 8%.

Question 3: Does the retainer credit against the success fee? If yes, in full or partial? If no, the retainer is purely additive. On a $10K/month retainer over 12 months, the difference between fully-credited and non-credited is $120K of after-fee proceeds.

Question 4: How long is the tail-fee clause and what triggers it? Standard is 12-24 months. Triggers vary — some clauses fire on any buyer the broker contacted, some require a documented introduction, some require an LOI to have been issued during the engagement. Negotiate the tightest possible trigger and the shortest possible tail.

Question 5: What is the exclusivity period and termination clause? Standard exclusivity is 12 months. Termination typically requires 30-60 days notice plus payment of retainer through the notice period plus tail-fee exposure. Negotiate a shorter exclusivity (6-9 months ideal) and a clean termination right at any time without notice penalty.

Question 6: Are expenses capped? Uncapped expense pass-through is common and creates open-ended cost exposure. Negotiate a cap of $25K-$50K for LMM deals, with anything above the cap requiring written pre-approval.

Question 7: What happens if the deal doesn’t close? Retainer is typically non-refundable. Expenses are typically owed regardless. Tail-fee exposure typically continues for 12-24 months. Confirm all three explicitly in writing — many engagement letters are ambiguous on retainer-refund rules in ways that favor the broker.

Conclusion

What does a business broker actually cost? On a sub-$1M deal, $80K-$120K out of $1M of seller proceeds. On a $1M-$5M deal, $120K-$455K all-in once retainers and expenses are stacked on top of Double Lehman. On a $5M+ deal, $300K-$680K. Add the 12-month exclusivity, the non-refundable retainer if the deal doesn’t close, and the 12-24 month tail-fee tail, and the all-in cost of a sell-side engagement is usually 7-12% of deal value. That’s real money — money that comes directly out of seller proceeds at closing. The alternative most owners don’t know about: a buy-side partner working with the same buyer universe, where the buyer pays the fee and the seller pays $0. No retainer, no exclusivity, no tail. We’re a buy-side partner — the buyers pay us, not you, and we already know who they are. Run the math on your specific deal size before you sign anything.

Frequently Asked Questions

What is the typical commission for a business broker?

On sub-$1M deals, 8-12% straight commission. On $1M-$5M deals, the Lehman or Double Lehman scale plus a $5K-$25K monthly retainer (Double Lehman effectively yields 8-11% on $1M-$5M deals; classic Lehman yields 4-7%). On $5M+ deals, 3-6% success fee plus retainer plus expense reimbursement. Total all-in fee load typically lands at 6-12% of deal value once retainers, expenses, and minimum-fee clauses are factored in.

What is the Lehman scale vs Double Lehman scale?

The classic Lehman scale charges 5% on the first $1M of deal value, 4% on the second, 3% on the third, 2% on the fourth, and 1% on everything above $4M. Double Lehman doubles each tier: 10% on the first $1M, 8% on the second, 6% on the third, 4% on the fourth, and 2% on everything above $4M. Most LMM brokers use Double Lehman because the smaller deal sizes don’t generate enough fee revenue under straight Lehman to make the engagement economically viable for the broker.

Do I have to pay a broker if my business doesn’t sell?

Usually yes — the monthly retainer ($5K-$25K/month for 6-12 months, or $30K-$300K total) is typically non-refundable whether the deal closes or not. Expense reimbursement is also typically owed regardless. The success fee is contingent on closing, but everything else is paid up front or on monthly invoice. Approximately 20-30% of LMM broker engagements don’t close, and in those cases the seller has paid the retainer and expenses with no offsetting transaction value.

What is a tail fee in a broker engagement letter?

A tail fee is a clause that says: if you sell your business within X months after the broker engagement ends to a buyer the broker introduced or contacted during the engagement, the broker still gets paid the full success fee. X is typically 12-24 months. The buyer list is usually attached as an exhibit. Even if you fire your broker, you’re paying the success fee if the eventual buyer was on their list. Negotiate the tightest possible trigger (introduced buyers only, not all-list contacts) and the shortest possible tail (12 months ideal).

Are broker fees negotiable?

Yes, especially the retainer, the tail period, the exclusivity period, the expense cap, and the minimum-fee floor. Success-fee percentages are harder to negotiate but possible on larger deals. Most owners sign engagement letters without redlining; spending two hours with a transactional attorney before signing typically saves $50K-$200K of fee exposure across the engagement. Always negotiate.

What is a buy-side partner and how is it different from a sell-side broker?

A buy-side partner represents the buyer pool, not the seller. The buyer pays the fee at closing. The seller pays nothing — no retainer, no exclusivity, no tail fee, no 12-month contract. Buy-side partners maintain direct relationships with active buyers (PE firms, family offices, search funders, strategic consolidators) and make warm introductions to sellers whose business fits the buyers’ criteria. The economics work because the fee is built into the buyer’s deal cost, not extracted from seller proceeds. The tradeoff: bilateral process with 3-5 pre-qualified buyers rather than a wide-net auction.

How long does a sell-side broker engagement typically last?

9-12 months from engagement letter to close is typical for LMM transactions. Roughly 2-3 months on CIM preparation and data room build, 2-3 months running buyer outreach and management meetings, 1-2 months negotiating LOIs, 3-4 months in diligence and closing. Larger deals ($10M+) often run 12-15 months. Exclusivity is typically 12 months from signing, so a normal-paced process consumes the full exclusivity window.

Can I sell my business without a broker?

Yes — many LMM transactions close without a broker, either through direct relationships with buyers, through a buy-side partner who works with the buyer universe, or through a fractional M&A advisor or transactional attorney handling the process management. The right approach depends on your buyer-pool knowledge, your bandwidth to run a process, and the complexity of the transaction. For most $1M-$10M LMM deals, the buy-side-partner alternative or a flat-fee fractional advisor delivers similar outcomes at a fraction of the cost.

What is a typical retainer for a business broker?

$5K/month for sub-$2M deals, $10K-$15K/month for $2M-$5M deals, $15K-$25K/month for $5M-$15M deals. Retainers are typically charged for 6-12 months and are usually non-refundable. About half of LMM engagement letters credit the retainer against the success fee at closing; the other half don’t. Read the engagement letter carefully — the difference between fully-credited and non-credited is typically $50K-$200K of after-fee proceeds.

Are expenses included in the broker’s fee or charged separately?

Almost always charged separately as expense reimbursement. Typical expense categories: marketing materials and CIM design ($5K-$15K), data-room subscription ($5K-$20K), travel for management presentations ($5K-$30K), outside vendors (legal/accounting if not borne directly). Total expenses on LMM deals typically run $10K-$50K but can reach $100K on complex transactions. Negotiate an expense cap to limit open-ended exposure.

When is a sell-side broker actually worth the fee?

Three scenarios. First, large complex transactions ($25M+ EBITDA) in deep buyer pools where a true auction generates 1-2x EBITDA multiple uplift — the auction premium dwarfs the IB fee. Second, niche industries where you don’t know the buyer pool and the broker has documented proprietary relationships in that specific sub-niche. Third, situations where you have zero process-management bandwidth on your side — no CFO, no COO, no fractional advisor — and physically can’t dedicate 200-400 hours to a sale. For most LMM transactions outside these scenarios, the buy-side-partner alternative or a flat-fee fractional advisor delivers similar outcomes at a fraction of the cost.

What happens to my broker fee if a buyer comes back after my contract ends?

If the buyer was on the broker’s list during the engagement and the close happens within the tail-fee period (typically 12-24 months after termination), the broker is typically owed the full success fee. The only protection is documenting which buyers were and weren’t on the broker’s list at termination, and tracking which buyers approached you outside the broker’s introduction. Without documentation, the broker’s claim usually wins. This is one of the most common surprise costs in LMM broker engagements.

How is CT Acquisitions different from a sell-side broker or M&A advisor?

We’re a buy-side partner, not a sell-side broker. Sell-side brokers represent you and charge you 8-12% of the deal (often $300K-$1M) plus monthly retainers, run a 9-12 month auction process, and require 12-month exclusivity. We work directly with 76+ buyers — search funders, family offices, lower middle-market PE, and strategic consolidators — who pay us when a deal closes. You pay nothing. No retainer, no exclusivity, no contract until a buyer is at the closing table. You can walk after the discovery call with zero hooks. We move faster (60-120 days from intro to close) because we already know who the right buyer is rather than running an auction to find one.