M&A AdvisoryM&A Advisory

Internal teams can handle conversations with a known counterparty.

The case for M&A advisory is usually one of three: the universe of potential buyers or targets is wider than your network and needs systematic mapping; the diligence, negotiation and documentation load is too heavy to handle alongside operating the company; or you want a third party in the room when terms are negotiated so the relationship with the other side stays clean. If none of those are true, hold off. If two are true, talk to us.

Buy-side means we work for the acquirer — target screening, approach, diligence and negotiation.

Sell-side means we work for the seller — process design, buyer outreach, CIM and bid evaluation. Same partners, different posture. On a sell-side we run a competitive process to get to the best price; on a buy-side we run a structured search and a disciplined negotiation. We take both, but never both sides of the same transaction.

A modest monthly retainer covers partner-led work — strategy memos, model, diligence coordination, documentation alongside counsel.

A success fee, structured as a percentage of transaction value, only triggers on a closed deal. The retainer is fully creditable against the success fee. Exact rates depend on transaction size, complexity and whether it's buy-side or sell-side, and land on the engagement letter before kick-off. No back-loaded surprises, no out-of-pocket markups.

Plan on sixteen to twenty weeks for a mid-market transaction from engagement letter to close, give or take two weeks.

The variable is the other side's pace, not the prep. The first six weeks are scope, target screening, and approach. Weeks seven to twelve are dialogue and diligence. Weeks thirteen to twenty are term sheet, SPA / SHA negotiation, CP tracking and close. Restructuring or cross-border transactions can stretch to twenty-four to twenty-eight weeks.

Yes. A short, mutual NDA goes out the same day a founder or board reaches out — before any materials change hands either direction. The form is one page, 24-month tail, India-law unless the counterparty is incorporated abroad. Internally we maintain Chinese walls between the IB / M&A team and Soonicorn Ventures, our in-house fund. Any potential conflict is flagged in writing before kick-off, not buried in a footer.

Most boutique and Big-4 teams sell with partners and deliver with juniors.

We staff partner-deep, run a handful of mandates at a time rather than thirty, and the team is built from former founders and ex-CFOs rather than audit or consulting alumni. Fees are mostly success-aligned rather than retainer-heavy, so our incentive is the same as yours: a clean close. We also stay engaged for sixty days post-close on integration handover.

Always. Bring your own counsel — we run the commercial workstream, they run the legal one, and we sit in the same room at term sheet, SPA and SHA. Our lane is valuation, structure, deal economics and process discipline. Counsel drives SPA / SHA drafting, reps and warranties, governance, regulatory filings and closing mechanics. We never receive referral economics from counsel introductions — that is on the engagement letter.

You owe the retainer for the time spent — that's it.

The success component never triggers without a wire. We document why the transaction didn't close, what to fix before re-attempting, and whether the strategic logic still holds. Many companies come back twelve to eighteen months later with a sharper view. We hold the file open without charge for that period.

Soonicorn cannot lead a transaction we are advising on — that would be a conflict, and SEBI AIF regulations are clear on it.

As a non-lead, smaller-cheque participant in a competitive process, yes, with disclosure to all parties in writing before any materials are shared. Most of our M&A mandates sit above Soonicorn's investment band anyway, so the question rarely comes up.

Practically, transaction values from US $5M and up for a full mandate.

Below that, the economics of partner-led delivery don't work — we are happy to do a lighter strategic review, target map, or term-sheet read for founders we like, scoped as a fixed-fee project. At the upper end our typical mandates sit in the US $5M to US $100M band; we have run buy-side strategic mandates above that.