M&A Advisor

An M&A advisor is the professional who designs and runs a transaction, buying, selling or financing a business, from valuation to closing, acting as the single point of accountability for the client.

The usual structure combines a retainer with a success fee paid at closing, typically a percentage of the deal value. A model weighted towards success aligns the advisor's incentive with the client's.

The large investment banks focus on big-ticket deals. A specialist M&A advisor such as Harbor Partners serves the small-cap segment (enterprise value €3M–€50M) underserved by the big banks, with senior partners leading every mandate.

Yes, small caps are precisely the ones that benefit most from a competitive process. Harbor Partners specialises in transactions with enterprise value between €3M and €50M, exactly the segment the big banks overlook.

A rigorous M&A process typically takes 6 to 12 months, from initial preparation to closing. The diagnosis and preparation phase alone takes around 4 to 6 weeks.

Yes. Harbor Partners applies strict confidentiality protocols: a mutual NDA before any information is shared, an access-controlled dataroom and a selective approach to qualified counterparties.

A success fee is the part of the advisor's remuneration paid only when the transaction completes, usually a percentage of the deal value. It aligns the advisor's incentive with delivering the right outcome.

It begins with an initial assessment meeting, with no obligation, to understand your objectives, give a preliminary view on value and feasibility and outline the process. It is confidential.

Yes. Harbor Partners is based on Avenida da Liberdade in Lisbon, but runs mandates throughout the country, advising business owners and investors in Porto, the North, the Centre, the Algarve and beyond. Many of our counterparties are international too.

On a sell-side mandate the advisor represents the seller, running a competitive process to protect price and confidentiality. On a buy-side mandate the advisor represents an acquirer, bringing discipline to origination, valuation and negotiation to avoid overpaying. Harbor Partners runs both.

A structured M&A process works best under an exclusive mandate, because the advisor invests heavily upfront in preparation, valuation and origination. Exclusivity also keeps the market approach controlled and confidential, which is precisely what protects the price.

On every transaction Harbor Partners represents only one side, the seller or the buyer, so our incentive is fully aligned with the client. A fee model weighted towards the success fee keeps the focus on the right outcome rather than on closing any deal.

Harbor Partners focuses on the small-cap segment, with enterprise value typically between €3M and €50M. It is the band underserved by the large investment banks, where a senior, hands-on advisor makes the greatest difference.

Yes. Our network of counterparties spans strategic buyers, private equity funds and family offices, both domestic and international, so a transaction can reach the right acquirer wherever they are based.

Yes. The partners who win the mandate are the ones who execute it, in the room day to day. It is a deliberate contrast with the large firms, where senior bankers pitch and junior teams run the process.

There is no single number: value is built from a normalised EBITDA multiple, a DCF and comparable transactions, then refined by a competitive process in which qualified buyers compete. Harbor Partners gives a preliminary view of value at the initial assessment meeting, before any formal mandate.

Harbor Partners builds a defensible view of value using normalised EBITDA multiples, discounted cash flow (DCF) and comparable transactions, cross-checking the three. We also distinguish enterprise value from equity value so that the headline number is read correctly.

Enterprise value is the value of the business as a whole, regardless of how it is financed, whereas equity value is what actually reaches the shareholders after adjusting for net debt and other items. Confusing the two is one of the most common mistakes in a negotiation, which is why a good advisor frames both clearly.

Value is driven by factors such as normalised EBITDA, the quality and sustainability of earnings and the identified value drivers, and protected on the upside by a competitive process in which several qualified buyers compete. A single buyer with no competitive tension is the surest way to leave value on the table.

EBITDA normalisation adjusts reported earnings for one-off, non-recurring or owner-specific items, so that the number reflects the true earnings power of the business. It is one of the first tasks in the diagnosis and preparation phase, because the valuation multiple is applied to this normalised figure.

The retainer is a fee that funds the initial work of the mandate, diagnosis, EBITDA normalisation, valuation, Information Memorandum and financial model, and the structured approach to counterparties. It sits alongside a success fee paid at closing, with the bulk of the remuneration weighted towards that success fee.

The success fee is, by definition, paid only when the transaction completes, so it is not due if the deal does not close. This is precisely what aligns our incentive with yours: most of our remuneration depends on reaching the right outcome.

Our entire process is designed to avoid it: a mutual NDA before any information is shared, an access-controlled dataroom and a selective, controlled approach to qualified counterparties only. Confidentiality is the reason we approach the market with care, rather than advertising a sale.

You do not need to have everything ready at the outset: the diagnosis and preparation phase exists precisely to organise the financial information, normalise EBITDA and build the Information Memorandum and financial model with you. We typically start from the historical accounts and management information, which we then turn into materials that qualified buyers can assess.

The Information Memorandum is the document that tells the company's story to qualified buyers, its business, numbers and value drivers, and is prepared, together with the financial model, during the diagnosis and preparation phase. It is only shared under a mutual NDA, through a controlled process.

Your main role is to provide information and make the key decisions at the right moments, while Harbor Partners designs and runs the process as the single point of accountability. A deliberate objective of using an advisor is to keep you focused on running the business, rather than being distracted by the transaction day to day.

A lawyer is essential for the SPA and the legal mechanics, but does not run a competitive process, build the valuation or originate counterparties. An M&A advisor brings those three things and works alongside your lawyer, not in place of them.

An accountant knows the numbers, but does not have the mandate to negotiate price and terms against a professional counterparty, nor to run a structured competitive process. The advisor handles the valuation, the origination and the negotiation, working with your accountant on the financial side.

A generic broker often just makes an introduction, whereas an M&A advisor designs and runs the entire transaction as the single point of accountability, valuation, Information Memorandum, competitive NBO process, negotiation, due diligence and closing. Harbor Partners runs this with private-equity rigour on every mandate.

A transaction has tax implications that depend on your specific situation, so we recommend involving a tax specialist, with whom we coordinate within the process. Harbor Partners structures the deal and the negotiation, while detailed tax treatment is handled by a qualified adviser.

The LOI (letter of intent) sets out the main terms a buyer proposes before detailed due diligence, and the SPA (sale and purchase agreement) is the binding contract that completes the transaction. Both are negotiated in Phase 4 of our process, with your lawyer handling the legal drafting.

An earnout is part of the price paid after closing, conditional on the business meeting agreed targets, and is one of the items managed in our closing and post-transaction phase, alongside the completion accounts. We negotiate these mechanisms so the terms are fair and workable, rather than a source of later dispute.

Yes, our five-phase process includes closing and post-transaction, covering closing conditions, completion accounts, earnouts and post-closing support where applicable. The advisor's responsibility extends across the whole lifecycle, not just to signing.

Yes. When growth or a specific project requires equity or debt, we structure the case and approach the right investors and lenders, rather than running a full sale. It is one of the common situations where engaging an advisor early adds the most value.

Yes, the initial assessment meeting is free and with no obligation. In it we understand your objectives, give a preliminary view on value and feasibility and outline the process, all confidentially, before any mandate is signed.

Harbor Partners has already advised on more than €300M in transactions and was recognised in Forbes 30 Under 30 Europe. We see track record and verifiable references on comparable transactions as a criterion any business owner should test before appointing an advisor.

Yes. When there is no successor, or to reduce personal wealth risk, a transaction is often the cleanest path and benefits from independent guidance. Harbor Partners runs these processes confidentially, with senior partners involved from start to finish.

Our M&A mandates focus on transactions with enterprise value between €3M and €50M, so deals below that range fall outside our usual scope. The initial meeting is free and with no obligation, so it is worth getting in touch so we can point you in the right direction.

Our M&A work follows a structured 5-phase process, which usually runs between 6 and 12 months, taking the transaction from preparation and valuation through to closing. Each phase builds on the previous one, with the senior team leading the documentation, the approach to buyers or targets, the negotiation and the closing.

Each method looks at value from a different angle, EBITDA multiples and comparables anchor to the market and to peer transactions, while the DCF builds value from your projected cash flows, so it is normal to get a range rather than a single number. We use them together to triangulate a defensible valuation and explain the factors behind each difference.

A dataroom is a controlled, confidential repository where qualified buyers review the company's documents during due diligence, with access granted only after an NDA is signed. We organise it as part of preparing the company for market, so that information is shared selectively and on your terms.

We run a selective process, approaching a carefully chosen set of qualified buyers under NDA, rather than advertising the company to the whole market. This protects confidentiality and tends to attract counterparties with a genuine strategic or financial fit.

Yes, beyond sell-side mandates, we also act on the buy-side, supporting you in identifying, approaching, valuing and negotiating target companies. The same 5-phase process, the same valuation rigour and the same confidentiality apply.

Yes, we work on cross-border transactions and can involve international strategic acquirers and financial investors such as private equity funds. We keep deal terms in English throughout the process to make it accessible to foreign counterparties.

Our M&A mandates combine a retainer with a success fee paid at closing, with the two elements together forming the fee structure. The specifics of how they are set and whether they interact are agreed upfront in the mandate, and we explain them at the free initial meeting.

Yes, even with an offer already on the table, an advisor can test it through an independent valuation, check whether it reflects a fair enterprise value and negotiate terms beyond price, such as structure and earnouts. The free initial meeting is a low-risk way to understand whether the offer is competitive.

Yes, beyond a full sale, we can also help you raise capital or bring in a partner, which means selling a stake rather than exiting completely. We adapt the process and the valuation to the ownership outcome you want.

You do not need to wait, preparing and normalising the accounts, including the EBITDA adjustment, is part of the early phases of our process. Engaging us early actually helps, as the free initial meeting lets us flag what to organise before going to market.

We run the transaction itself, but for the tax implications of the sale, which can be significant, we recommend working alongside a dedicated tax specialist. We coordinate with your tax and legal advisers so that the deal structure and the tax planning fit together.

When more than one qualified buyer is interested, we help you weigh not only the headline price but also the deal structure, the earnout terms, the impact between equity and enterprise value, the certainty of closing and the fit. The aim is the best overall outcome for you, not just the highest number.

On all our M&A mandates, from the smallest to the largest end of the €3M-€50M range, the work is led by the senior team, with the same structured 5-phase process and the same valuation rigour. The depth of support does not depend on being at the top of the range.

Yes, our strategic consulting practice brings more than 50 years of combined experience in market studies, feasibility and commercial and financial due diligence (CDD and FDD), across sectors such as transport, aviation, ceramics, data centres and industry. This lets us frame your company within its market when positioning it to buyers.

Yes, although we are based on Av. da Liberdade in Lisbon, we work nationally and on cross-border transactions. The location of the business is no obstacle to taking on the mandate.

Since the process usually takes between 6 and 12 months and the early phases involve preparing and normalising the accounts, starting well before your intended exit produces the best result. As the initial meeting is free and with no obligation, there is no downside to starting the conversation early.

The initial meeting is free and with no commitment whatsoever: it is an opportunity to discuss your objectives, get an early view on feasibility and the valuation approach, and understand how the retainer-plus-success-fee structure and the 5-phase process would apply to your case. We only move to a formal mandate if it makes sense for both parties.