Guide
The minimum fee: what actually applies on a small deal
Updated
Every engagement letter in the lower middle market carries a minimum fee, and on smaller transactions it is not a floor, it is the price. A seller comparing two firms on their published scales while ignoring their minimums is comparing the wrong numbers.
Talk to a specialist Lehman and Double Lehman at your deal size, with the minimum fee, the retainer credit and the tail that decide what you actually pay.
How it overrides the ladder
Double Lehman on a $1,500,000 deal produces $140,000. A $150,000 minimum produces $150,000, so the scale never applies at all and the effective rate is 10.00% rather than the 9.33% the ladder implies.
Drop the deal to $1,000,000 and the ladder gives $100,000 while the same minimum still gives $150,000, an effective rate of 15.00%. The smaller the transaction, the more completely the minimum governs, and the further the headline scale drifts from what you pay.
Why minimums exist
A sell-side process has a fixed cost floor. The information memorandum, the buyer research, the diligence support and the negotiation take a similar amount of senior time on a $1.5M deal as on a $4M one, and no ladder based on deal value can cover that at the bottom.
So a minimum is honest rather than sharp practice. What is sharp is publishing a gentle-looking scale and mentioning the minimum on page nine.
Compare on the effective rate, always
Run every quote you hold through the calculator on this page at your own expected deal value, with that firm's minimum and retainer entered. Compare the effective rate output, not the scale.
Two firms quoting 'Double Lehman' with minimums of $100,000 and $200,000 are quoting prices that differ by a factor of two on a $1.5M transaction. Nothing about the phrase Double Lehman tells you that.
When a minimum should make you walk
When it is large relative to your deal and the firm cannot say what it buys. A minimum funding a real process is defensible; a minimum that simply floors the revenue on a mandate the firm is not excited about is a signal about how the mandate will be staffed.
Ask directly who will run the process day to day, and how many deals of your size that person closed last year. A firm charging a meaningful minimum on a small deal should have a confident answer.