Guide · M&A

M&A Advisor in Portugal, How to Choose and What to Expect

What an M&A advisor actually does, when to engage one, how to choose the right advisor in Portugal and what to expect from the process, explained by a team that runs sell-side and buy-side mandates with private equity rigour.

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An M&A advisor is the professional who guides a company through the buying, selling or financing of a business, from the first valuation to the signing of the contract. For most owners, a transaction of this kind happens once or twice in a lifetime, against counterparties who do it for a living. This guide explains what a good M&A advisor does, how to recognise the right one in Portugal and what a rigorous process looks like, so that you can negotiate from a position of strength.

What does an M&A advisor do?

An M&A advisor designs and runs the entire transaction process on the client's behalf. Mandates fall into two broad families: sell-side (advising the seller of a company) and buy-side (advising an acquirer). In both cases the advisor is a single, integrated point of accountability across the deal, not just an intermediary who makes an introduction.

In practice, the work spans the full lifecycle of a deal:

Origination and strategy. Defining objectives, identifying the right counterparties and shaping the transaction thesis before anyone is approached.
Valuation. Building a defensible view of value using normalised EBITDA multiples, DCF and comparable transactions, and distinguishing enterprise value from equity value.
Preparation. Producing the Information Memorandum and the financial model that tell the company's story to qualified buyers.
Competitive process. Running a structured, confidential approach so that several counterparties compete, the single most reliable protection for price.
Negotiation and due diligence. Negotiating the LOI and SPA and coordinating commercial, financial, tax and legal due diligence via a controlled dataroom.
Closing. Managing closing conditions, completion accounts and earnouts through to signing and beyond.

When to engage an M&A advisor

An advisor adds the most value when engaged early, before commitments are made and before the market is alerted. The most common situations are:

Selling a company. When a shareholder wants to realise value, a structured sell-side process protects price and confidentiality.
Acquiring a business. A buy-side mandate brings discipline to origination, valuation and negotiation, and helps avoid overpaying.
Raising capital. When growth or a project requires equity or debt, the advisor structures the case and approaches the right investors and lenders.
Succession. When there is no successor, or to de-risk personal wealth, a transaction is often the cleanest path, and one that benefits from independent guidance.

Harbor Partners offers an initial assessment meeting, with no commitment, to understand your objectives and outline the right path.

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Criteria for choosing the right advisor

Not all M&A advisors are alike, and the right choice depends heavily on the size and nature of your transaction. Assess each candidate against the following criteria:

Specialisation in your size segment. The dynamics of a €5M deal differ entirely from a €500M one. Harbor Partners focuses on transactions with an enterprise value between €3M and €50M, a small-cap segment underserved by the large investment banks.
Network of counterparties, both Portuguese and international, strategic buyers, private equity funds and family offices.
Fee model aligned with the outcome, so the advisor's incentive matches yours and rewards the result, not the process.
Track record and verifiable references in comparable transactions.
Confidentiality protocols, a bilateral NDA, a dataroom with access control and a selective approach to qualified counterparties.
Seniority of the partners who actually run the deal. Ask who will be in the room day to day, the partners who win the mandate should be the ones who execute it.

What to expect from the process

A rigorous M&A process typically takes 6 to 12 months, from initial preparation to closing. Harbor Partners runs a proprietary five-phase process:

Phase 1, Diagnostic & preparation

Company analysis, EBITDA normalisation and identification of value drivers. Preparation of the Information Memorandum and the financial model. Typical duration: 4–6 weeks.

Phase 2, Counterparty identification

Building a confidential, selective list of qualified buyers or targets, domestic and international.

Phase 3, Competitive process

A structured non-binding offer (NBO) process and the opening of a virtual dataroom, with a bilateral NDA in place before any information is shared.

Phase 4, Negotiation & due diligence

LOI and SPA negotiation, coordination of due diligence and active issue management to keep the process on track.

Phase 5, Closing & post-transaction

Closing conditions, completion accounts, earnouts and post-closing support where applicable.

Fee models in M&A

The standard structure in M&A combines a retainer, a fixed fee that funds the upfront work of preparation and process, with a success fee payable on completion of the transaction, typically a percentage of the deal value.

Why this matters: a fee model weighted towards success aligns the advisor's incentive with yours. The advisor only earns the bulk of the fee when the deal closes on good terms, which keeps the focus on outcome rather than activity. Beware of structures that reward effort regardless of result, or that create incentives to close any deal rather than the right one.

M&A advisor vs. going it alone

It is entirely possible to negotiate a transaction directly, or to lean only on your lawyer and accountant. But each of those routes leaves gaps that a specialist M&A advisor is built to close.

Negotiating alone usually means dealing with a single buyer, with no competitive tension, and competition is what protects price. It also exposes the owner to process risk and to a daily distraction from running the business.
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 accountant knows the numbers but is not mandated to negotiate price and terms against a professional counterparty.

A specialist M&A advisor brings the three things the alternatives cannot: a competitive process, a defensible valuation and full-cycle accountability, while you stay focused on the business.

Why Harbor Partners

Harbor Partners is a Lisbon-based investment advisory firm that runs M&A mandates with private equity rigour, focused on the small-cap segment (enterprise value €3M–€50M) that the large banks overlook. The firm has advised on more than €300M in transactions, has been recognised in Forbes 30 Under 30 Europe, and acts as a single, integrated point of accountability across the full lifecycle of a deal, with senior partners on every mandate and total confidentiality.

Read more about our Corporate Finance practice, our track record, or get in touch for a confidential conversation.

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FAQ

M&A advisor, frequently asked questions

What is an 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 a single point of accountability for the client.

How much does an M&A advisor cost?

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

What is the difference between an M&A advisor and an investment bank?

Large investment banks focus on big-ticket deals. A specialist M&A advisor like Harbor Partners serves the small-cap segment (enterprise value €3M–€50M) that the large banks underserve, with senior partners running each mandate.

Do I need an advisor to sell a small company?

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

How long does the process take?

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

Is the process confidential?

Yes. Harbor Partners adopts strict confidentiality protocols: a bilateral NDA before any information is shared, a dataroom with access control and a selective approach to qualified counterparties.

What is a success fee?

A success fee is the portion 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 achieving the right outcome.

How do I get started with Harbor Partners?

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

Do you work outside Lisbon, in Porto or the rest of the country?

Yes. Harbor Partners is based on Avenida da Liberdade in Lisbon but runs mandates nationwide, advising owners and investors across Porto, the North, Centro, the Algarve and beyond. Many of our counterparties are also international.

What is the difference between a sell-side and a buy-side mandate?

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

Do you require an exclusive mandate?

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 approach to the market controlled and confidential, which is exactly what protects price.

How do you manage conflicts of interest?

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

What is the minimum deal size you take on?

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

Can you help with cross-border or international buyers?

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

Will senior partners actually run my deal?

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

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Considering a transaction?

Harbor Partners offers an initial assessment meeting, with no commitment, for owners and investors weighing an M&A process. A discreet conversation is the first step.

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