An investment banker is hired to sell a company or raise equity: it finds buyers or investors, runs an auction and negotiates the transaction. A debt advisor is hired to place debt: it builds the lender materials, chooses the lenders, runs the competition and negotiates terms through closing. If you are keeping your company and need a refinancing, a recapitalization, acquisition financing or growth capital in the form of debt, you need the second, with materials as good as the first would produce. Some firms do both; the mandate is what matters.
- Investment banker
- Sells companies, raises equity, advises on mergers
- Debt advisor
- Places loans: senior, unitranche, ABL, mezzanine and second lien
- Counterparty
- Banker: buyers and investors. Advisor: lenders
- Main deliverable
- Banker: a sale memorandum and an auction. Advisor: a lender package and term sheets
- Midas Partners
- Mainly a debt advisor, with sell-side and buy-side M&A beside the debt work
Two jobs that sound alike
Both firms raise money, write long documents about your company and run a process with many counterparties. The resemblance ends there. An investment banker's counterparty is a buyer or an investor, someone who will own part or all of the company and is paying for future growth. A debt advisor's counterparty is a lender, who will own nothing, is paid a contracted return, and cares above all about getting its money back.
That difference shapes everything each one does. A sell-side banker is paid to maximize value and tell the growth story; the materials lean forward, toward what the business could become. A debt advisor is paid to get a lender comfortable with the downside; the materials lean on what the business has already earned, how reliable those earnings are, what the collateral would fetch and how the loan gets repaid if the plan goes wrong. A document written to excite a buyer can alarm a credit committee.
Buyers pay for upside. Lenders are paid to worry about the downside. The same company needs a different document for each.
Scope, side by side
| Investment banker | Debt advisor | |
|---|---|---|
| Typical mandate | Sell the company, buy a company, raise equity | Refinance, recapitalize, finance an acquisition or growth, restructure debt |
| Who is approached | Strategic buyers, private equity, family offices, equity investors | Banks, private credit funds, asset-based lenders, mezzanine and second-lien funds |
| What the owner gives up | Some or all of the ownership | No ownership; takes on repayment and covenants |
| Core materials | Sale memorandum, management presentation, buyer list, data room | Financing model, lender presentation, blind teaser, underwriting memo |
| Main negotiation | Price, form of consideration, reps and warranties | Amount, amortization, covenants, guarantees, prepayment, intercreditor terms |
| Numbers it leads with | Adjusted EBITDA and growth, on the most favorable basis it can defend | Earnings a lender can verify, coverage, leverage and downside cases |
| Where it ends | Closing of the sale or equity round | Closing of the loan, and often the first compliance certificate |
What each one produces
The work product is where owners most often get confused, because both hand over a thick book about the company.
A sell-side banker's confidential information memorandum is a marketing document for buyers. It explains the market opportunity, the growth plan, the management team and the synergies a buyer might capture, and it is followed by management meetings, a data room and rounds of bids.
A debt advisor's package is built for a credit committee. At Midas Partners it has four parts: a financing model that shows sources and uses, the pro forma capital structure, coverage and covenant tests under stress; a lender presentation, the lender version of the memorandum, written around repayment rather than upside; a blind teaser that lets lenders say yes or no to a meeting without learning the company's name; and an underwriting memo that answers the questions a lender would otherwise ask one at a time. See what a lender CIM is, what goes in a credit memo and the package.
Once a borrower's documents are in, Midas Partners builds that package in a day. Built by hand, the same package takes at least a week. Software does the analyst work and a senior banker checks every page before the client approves it.
Why companies this size still need bank-grade materials
Companies with $10M to $100M+ in revenue borrow from lenders with real credit committees. Those lenders want a model and a written credit story, and they decline files that arrive as a folder of statements and a request. A company that could support the loan is often turned down, or offered less than it could carry, because nobody made the case in the form a lender reads.
The typical debt advisory client is not selling. It is an owner refinancing out of a structure that no longer fits, a buyer financing an acquisition, a company adding an asset-based line to fund growth, or owners taking money off the table without selling through a recapitalization or a partner buyout. See also financing an acquisition without a private equity sponsor.
Investment banking engagements are built around an auction for the whole company, and their economics follow the transaction value. A debt mandate is built around a loan. The work is different in kind, not just in size, and an owner should hire for the job actually being done.
When you need one, the other, or both
| Your situation | Who to hire |
|---|---|
| Selling the whole company | A sell-side M&A advisor |
| Raising outside equity for growth | An investment banker or placement agent registered to sell securities |
| Buying a company with senior debt, unitranche or mezzanine | Debt advisor; buy-side M&A help if you are still finding the target |
| Refinancing, or moving from a bank to private credit | Debt advisor |
| Adding a revolver or asset-based line | Debt advisor |
| A dividend recap or partner buyout funded by debt | Debt advisor |
| Buying a company as an independent sponsor | Debt advisor for the loans; equity from your own investors |
| Selling, with the buyer needing financing | M&A advisor for the sale; the buyer arranges the loan |
The hybrid case is common in acquisitions. A buyer, whether an independent sponsor, a family office or an operating company making an add-on, needs senior debt, perhaps a seller note or mezzanine behind it, and a lender package good enough to close on the timetable in the letter of intent. The seller may have its own advisor running the sale. See what lenders need to finance an acquisition.
Midas Partners is mainly a debt advisor. Sell-side and buy-side M&A sit beside the debt work, for clients whose financing and transaction belong together. The debt work comes first; Midas Partners is not an investment bank.
Questions to ask either firm
- Is the engagement to sell, to raise equity, to place debt, or more than one? Who at the firm does the debt work, and how senior are they?
- How is the fee set, and is it agreed in writing before anything goes to a counterparty? Midas Partners agrees its fee with the client in writing before anything goes to a lender.
- Who writes the materials, and can I see a redacted example of what a lender receives?
- Which counterparties will see the deal, how are they chosen, and do I approve each one by name before it learns who we are?
- How will offers be compared? For debt the answer should include all-in cost, covenants, guarantees and prepayment, not only the rate; see interest rate vs all-in cost.
- Will you stay on through the credit agreement and closing, or hand off after the term sheet? See term sheet vs commitment letter.
Common questions
- Can an investment banker also raise debt for me?
- Many can, and larger banks have dedicated debt advisory groups. The question is whether they will take a stand-alone debt mandate the size of yours and staff it with senior people. For a loan to a lower-middle-market company, a debt advisor is usually the fit.
- Is a debt advisor the same as a loan broker?
- The labels overlap. The difference is the work: an advisor prepares a lender-grade package, chooses lenders deliberately and negotiates through closing; some brokers only forward documents. See using an advisor vs going direct to your bank.
- Why not send lenders the memorandum my banker wrote for buyers?
- Lenders can use parts of it, but it answers a buyer's questions, not a credit committee's. Lenders want repayment analysis, coverage, collateral, covenant headroom and downside cases, which a sale document rarely includes.
- Does a debt advisor take any ownership in my company?
- It should not. A debt placement mandate is about the loan, and the engagement terms should say plainly that the advisor takes no equity, warrants or board seat. Some lenders, such as mezzanine funds, may ask for warrants as part of their pricing; that is a term of the loan, negotiated like any other.
- Do I need a debt advisor if I am selling my company?
- Not usually. The buyer finances the purchase. Sellers sometimes line up indicative financing to support the price, but the loan belongs to the buyer.