---
title: "What do diligence, R&W insurance and escrow cost?"
description: "Published benchmarks for quality of earnings, R&W insurance, escrow, legal rates, private-company advisor fees, fairness opinions, debt fees and placement agents, each quoted from its source."
site: Deal Cost Index
content_updated: 2026-09-14
data_checked: 2026-09-13
license: CC BY 4.0
html: https://dealcostindex.com/diligence-insurance.html
---
Published benchmarks

# What do diligence, R&W insurance and escrow cost?

R&W insurance averaged a 3.23% rate on line in North America in Q4 2025 on a limit of about 10% of enterprise value, and escrows ran a median 2.8% of deal value with a policy against 10% without.

These are the costs no filing discloses deal by deal, so each figure here is quoted from a survey, market report or a firm's own price list, with its year.

Key figures

132

published data points

3.23%

R&W rate on line, Q4 2025

2.8%

median escrow with R&W insurance

10%

median escrow without

## Quality of earnings reviews

| Measure | Value | Source | Quote |
|---|---|---|---|
| firm fixed-fee QoE price, small deals (<$2.5M revenue) — Midwest CPA's own published price — <$2.5M revenue | $12K–$15K — | [Midwest CPA ](https://midwest.cpa/resources/what-factors-influence-the-cost-of-a-quality-of-earnings-report/) | — Small Deals (Under $2.5M in Revenue) Cost Range: $12,000 – $15,000 |
| firm fixed-fee QoE price, mid-sized deals (<$10M EV) — Midwest CPA's own published price — <$10M EV | $14K–$23K — | [Midwest CPA ](https://midwest.cpa/resources/what-factors-influence-the-cost-of-a-quality-of-earnings-report/) | — Mid-Sized Deals (Under $10M Enterprise Value) Cost Range: $14,000 – $23,000 |
| firm fixed-fee QoE price, larger deals (>$10M EV) — Midwest CPA's own published price — >$10M EV | from $25K — | [Midwest CPA ](https://midwest.cpa/resources/what-factors-influence-the-cost-of-a-quality-of-earnings-report/) | — Larger Deals (Over $10M Enterprise Value) Cost range: Starts at $25,000+ |
| firm flat-fee QoE price — Bedrock Quality of Earnings's own published price — $1M-$30M | $6,000–$12K — | [Bedrock Quality of Earnings 2026](https://www.bedrockqoe.com/insights/quality-of-earnings-report-cost) | — At Bedrock, we focus on the $1M to $30M range and price engagements between $6,000 and $12,000, flat fee. |
| typical QoE cost by EV (author market estimate, boutique providers) — $1M-$3M | $5,000–$8,000 — | [Bedrock Quality of Earnings 2026](https://www.bedrockqoe.com/insights/quality-of-earnings-report-cost) | — $1M - $3M $5,000 - $8,000 2 weeks Common for SBA 7(a) acquisitions. |
| typical QoE cost by EV (author market estimate, boutique providers) — $3M-$5M | $6,000–$10K — | [Bedrock Quality of Earnings 2026](https://www.bedrockqoe.com/insights/quality-of-earnings-report-cost) | — $3M - $5M $6,000 - $10,000 2-3 weeks |
| typical QoE cost by EV (author market estimate, boutique providers) — $5M-$10M | $8,000–$15K — | [Bedrock Quality of Earnings 2026](https://www.bedrockqoe.com/insights/quality-of-earnings-report-cost) | — $5M - $10M $8,000 - $15,000 2-3 weeks Increased complexity. |
| typical QoE cost by EV (author market estimate, boutique providers) — $10M-$30M | $12K–$25K — | [Bedrock Quality of Earnings 2026](https://www.bedrockqoe.com/insights/quality-of-earnings-report-cost) | — $10M - $30M $12,000 - $25,000 3-4 weeks Lower middle market. |
| typical QoE cost by EV (author market estimate, boutique providers) — $30M+ | $25K–$50K — | [Bedrock Quality of Earnings 2026](https://www.bedrockqoe.com/insights/quality-of-earnings-report-cost) | — $30M+ $25,000 - $50,000+ 4-6 weeks |
| hourly QoE billing rates (partner) | 400–600 — per hour | [Bedrock Quality of Earnings 2026](https://www.bedrockqoe.com/insights/quality-of-earnings-report-cost) | — Partner time bills at $400-$600 per hour. Senior associates at $200-$350. Staff at $125-$200. |
| firm QoE starting price — Rapid Diligence's own published price | from $17K — | [Rapid Diligence 2026](https://www.rapiddiligence.com/) | — Most Popular Quality of Earnings $16.5k+ |
| firm QoE Lite starting price — Rapid Diligence's own published price | from $11K — | [Rapid Diligence 2026](https://www.rapiddiligence.com/) | — QoE Lite $11.2k+ Everything included in our Quality of Earnings, but with a cleaned up Excel file deliverable and less commentary |
| typical buy-side QoE fee by EV (author market estimate) — <$5M EV | $20K–$35K — | [BD Emerson 2026](https://www.bdemerson.com/article/quality-of-earnings-report-cost) | — Under $5M enterprise value. $20,000 to $35,000, usually a limited-scope review rather than a full QoE. |
| typical buy-side QoE fee by EV (author market estimate) — $5M-$15M EV | $25K–$50K — | [BD Emerson 2026](https://www.bdemerson.com/article/quality-of-earnings-report-cost) | — A buy-side QoE on a $5 million to $15 million enterprise value deal with clean accrual books usually runs $25,000 to $50,000. |
| typical buy-side QoE fee by EV (author market estimate) — $15M-$75M EV | $45K–$90K — | [BD Emerson 2026](https://www.bdemerson.com/article/quality-of-earnings-report-cost) | — A $15 million to $75 million deal lands at $45,000 to $90,000. |
| typical buy-side QoE fee by EV (author market estimate) — $75M-$150M EV | $80K–$150K — | [BD Emerson 2026](https://www.bdemerson.com/article/quality-of-earnings-report-cost) | — $75M to $150M. $80,000 to $150,000. Usually multiple entities, often multi-state or multi-country. |
| typical buy-side QoE fee by EV (author market estimate) — >$150M EV | $150K–$400K — | [BD Emerson 2026](https://www.bdemerson.com/article/quality-of-earnings-report-cost) | — Above $150M. $150,000 to $400,000 and up, frequently with tax and carve-out workstreams running alongside. |
| sell-side QoE premium vs buy-side | 10–30 — % premium | [BD Emerson 2026](https://www.bdemerson.com/article/quality-of-earnings-report-cost) | — Sell-side QoE runs 10 to 30 percent higher than the equivalent buy-side scope |

## R&W insurance

| Measure | Value | Source | Quote |
|---|---|---|---|
| average quoted primary R&W rate on line, North America Q4 2025 | 3.23 — % of limit | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — Average quoted primary R&W rates increased from 2.5% in Q4 2024 to 3.23% in Q4 2025 |
| average quoted primary R&W rate on line, North America Q4 2024 | 2.5 — % of limit | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — Average quoted primary R&W rates increased from 2.5% in Q4 2024 to 3.23% in Q4 2025 |
| average primary rate, healthcare | 3.5 — % of limit | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — Rates for healthcare averaged 3.5% but remain vulnerable to market appetite |
| average primary rate, industrials and business services | 3.4 — % of limit | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — Industrials and business services averaged 3.4%, with both sectors seeing high competition among insurers. |
| average retention % of EV | 0.5 — % of EV | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — On average, retentions held at 0.5% of EV, dropping to 0.4% after 12 months, with nil retention for true fundamentals still common. |
| retention after 12-month drop-down % of EV | 0.4 — % of EV | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — On average, retentions held at 0.5% of EV, dropping to 0.4% after 12 months |
| typical limit % of deal value | 10 — % of EV | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — Average limits remain almost unchanged, with most buyers insuring 10% of deal value. |
| typical limit % of deal value, deals <$100M EV — <$100M EV | 10–15 — % of EV | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — For deals below $100 million EV, we saw an average of 10% to 15% of deal value insured, with some buyers opting for 20%. |
| R&W premium for secondary transactions | 1.7–2.5 — % of limit | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — R&W premiums for secondary transactions typically reflect 1.7% to 2.5% of the insured limit |
| claim notification frequency | 20 — % of policies | [Gallagher 2025](https://www.ajg.com/-/media/files/gallagher/us/news-and-insights/2025/transactional-risk-2025-review-and-2026-outlook.pdf) | — approximately 20% of policies generated notifications, with around 4% leading to payment. |
| YoY change in average primary R&W premium rate, North America 2025 | 16 — % YoY | [Marsh 2026](https://www.marsh.com/en/about/media/significant-shifts-transactional-risk-insurance-market-in-2025.html) | — North America experienced the most pronounced pricing increase, with average primary layer R&W premium rates increasing 16% year-over-year, compared with a 14% decline in 2024. |
| limit as % of EV (claims-data commentary) | 10 — % of EV | [Aon 2026](https://www.aon.com/insights/reports/2026-transaction-solutions-global-claims-study) | — insureds who purchase 10% of EV may be making a commercially reasonable choice in many circumstances |
| median North America R&W claim payment (2025) | $8.2M — | [Aon 2026](https://www.aon.com/insights/reports/2026-transaction-solutions-global-claims-study) | — For claims resolved in 2025, the median R&W claim payment was approximately $8.2mn |
| rate on line range | 2–3.5 — % of limit | [Vanbridge 2024](https://www.vanbridge.com/wp-content/uploads/2024/02/2024-Vanbridge-Reps-and-Warranties-Reference-Guide.pdf) | — R&W policies are generally priced between 2%-3.5% rate on line (“ROL”) based on the limit of liability purchased (often ranging between 10-20% of the transaction value). |
| limit % of transaction value | 10–20 — % of EV | [Vanbridge 2024](https://www.vanbridge.com/wp-content/uploads/2024/02/2024-Vanbridge-Reps-and-Warranties-Reference-Guide.pdf) | — R&W policies are generally priced ... based on the limit of liability purchased (often ranging between 10-20% of the transaction value). |
| underwriting fee (primary carrier) | $35K–$50K — | [Vanbridge 2024](https://www.vanbridge.com/wp-content/uploads/2024/02/2024-Vanbridge-Reps-and-Warranties-Reference-Guide.pdf) | — a non-refundable underwriting fee is charged. This fee ... ranges from $35k-$50k for the primary carrier (typically with an additional $5k per excess carrier). |
| initial retention % of TEV | 0.5–1 — % of EV | [Vanbridge 2024](https://www.vanbridge.com/wp-content/uploads/2024/02/2024-Vanbridge-Reps-and-Warranties-Reference-Guide.pdf) | — Initial retentions historically hovered around 1% of the transaction enterprise value “TEV” but have become more competitive recently, ranging from 0.50-1.00% TEV. |
| minimum limit and premium for small deals | $100K–$150K — | [Vanbridge 2024](https://www.vanbridge.com/wp-content/uploads/2024/02/2024-Vanbridge-Reps-and-Warranties-Reference-Guide.pdf) | — Industry minimum limits are generally $3M and minimum initial retentions are $150K. Premiums for $3M limit range from $100K-$150K premium plus a $40K - $50K diligence fee. |
| rate on line range, Q4 2025 | 2–3 — % of limit | [The Horton Group 2025](https://www.thehortongroup.com/resources/rwi-q4-2025-market-update/) | — Rates in Q4 2025 are generally steady in the 2.0–3% range of the limits purchased |
| retention % of transaction value | 0.5–1 — % of EV | [The Horton Group 2025](https://www.thehortongroup.com/resources/rwi-q4-2025-market-update/) | — Retentions range from .5% – 1% of transaction value |
| minimum premium | from $50K — | [The Horton Group 2025](https://www.thehortongroup.com/resources/rwi-q4-2025-market-update/) | — Minimum premiums have dropped to as low as $50,000 |
| surplus lines tax % of premium | 2.5–6 — % of premium | [The Liberty Company Insurance Brok 2017](https://libertycompany.com/news/mergers-acquisitions/rep-and-warranty-coverage-costs/) | — Every state has its own insurance policy sales tax (also known as Surplus Lines tax), which runs from 2.5% to 6% of the premium. |

## Escrow holdbacks

| Measure | Value | Source | Quote |
|---|---|---|---|
| median all-escrows size, non-RWI deals (2025) | 10 — % of transaction value | [DealLawyers.com 2026](https://www.deallawyers.com/blog/2026/04/study-private-target-deal-terms-10.html) — secondary summary | — For non-RWI deals, the average amount of all escrows was 12.1% of transaction value while the median was 10.0%. |
| average all-escrows size, non-RWI deals (2025) | 12.1 — % of transaction value | [DealLawyers.com 2026](https://www.deallawyers.com/blog/2026/04/study-private-target-deal-terms-10.html) — secondary summary | — For non-RWI deals, the average amount of all escrows was 12.1% of transaction value while the median was 10.0%. |
| median all-escrows size, RWI deals (2025) | 2.8 — % of transaction value | [DealLawyers.com 2026](https://www.deallawyers.com/blog/2026/04/study-private-target-deal-terms-10.html) — secondary summary | — For deals with RWI, the average was 5.1% of transaction value and the median was 2.8%. |
| average all-escrows size, RWI deals (2025) | 5.1 — % of transaction value | [DealLawyers.com 2026](https://www.deallawyers.com/blog/2026/04/study-private-target-deal-terms-10.html) — secondary summary | — For deals with RWI, the average was 5.1% of transaction value and the median was 2.8%. |
| share of private-target deals with any escrow or holdback (2025) | 88 — % of deals | [DealLawyers.com 2026](https://www.deallawyers.com/blog/2026/04/study-private-target-deal-terms-10.html) — secondary summary | — 88% of 2025 deals involving private targets involved some form of escrow or hold-back. |
| share of RWI deals with no survival of general reps (2025) | 57 — % of RWI deals | [DealLawyers.com 2026](https://www.deallawyers.com/blog/2026/04/study-private-target-deal-terms-10.html) — secondary summary | — 57% of deals with RWI included non-survival provisions (up from 54% in 2024), while only 11% of traditional indemnity deals provided that the sellers’ reps wouldn’t survive closing |
| median separate PPA escrow size | 1 — % of transaction value | [SRS Acquiom 2025](https://www.srsacquiom.com/our-insights/ma-deals/) | — the median size of a separate PPA escrow remained at about 1% of the transaction value |
| share of deals with special-purpose PPA escrow | from 75 — % of deals | [SRS Acquiom 2025](https://www.srsacquiom.com/our-insights/ma-deals/) | — more than three-quarters of deals included a special-purpose escrow for the PPA |
| median survival period (general reps) | 12 — months | [SRS Acquiom 2025](https://www.srsacquiom.com/our-insights/ma-deals/) | — the median survival period held steady at 12 months |
| share of deals referencing RWI | 63 — % of deals | [ABA Business Law Section 2025](https://businesslawtoday.org/2025/12/announcing-aba-2025-private-target-mergers-acquisitions-deal-points-study/) | — 63% of deals during the period covered by the 2025 Study referenced RWI |
| share of deals where reps do not survive closing | 41 — % of deals | [ABA Business Law Section 2025](https://businesslawtoday.org/2025/12/announcing-aba-2025-private-target-mergers-acquisitions-deal-points-study/) | — Deals that provide that representations and warranties do not survive closing increased from 30% in the prior Study to 41% in this Study. |
| share of deals with separate purchase-price-adjustment escrow | 58 — % of deals | [Goulston & Storrs summarising the 2025](https://www.goulstonstorrs.com/insights/article/2025-aba-private-target-m-and-a-deal-points-study-what-s-market) — secondary summary | — A separate escrow account in which to holdback of a portion of the purchase price at closing, to be used to settle the post-closing purchase price adjustment is now seen in about 58% of deals. |

## Deal counsel

| Measure | Value | Source | Quote |
|---|---|---|---|
| median partner rate, Corporate: M&A and Divestitures, Chicago, firms >1,000 lawyers | 1,168 — per hour | [Wolters Kluwer ELM Solutions 2023](https://assets.contenthub.wolterskluwer.com/api/public/content/2104243-2023-real-rate-report-sample-b10486c35c?v=6518bd38) | — Corporate: Mergers, Acquisitions and Divestitures More Than 1,000 Lawyers Partner 12 $969 $1,168 $1,388 $1,241 $1,289 $942 |
| mean partner hourly rate, all practice areas (2023) | 784 — per hour | [Wolters Kluwer ELM Solutions via P 2024](https://www.prnewswire.com/news-releases/wolters-kluwers-real-rate-report-shows-legal-rates-continue-to-grow-302045718.html) | — The mean rate for partners saw the most significant increase, growing from $768 in 2022 to $784 in 2023. |
| average partner hourly rate, New York City (H1 2025) | 1,972 — per hour | [Wolters Kluwer ELM Solutions via B 2025](https://www.nasdaq.com/press-release/wolters-kluwer-study-sets-stage-2026-sharp-contrasts-regional-law-firm-rates-and) | — New York City maintains the highest partner and associate rates, with partners averaging $1,972 and associates $1,214. |
| average associate hourly rate, New York City (H1 2025) | 1,214 — per hour | [Wolters Kluwer ELM Solutions via B 2025](https://www.nasdaq.com/press-release/wolters-kluwer-study-sets-stage-2026-sharp-contrasts-regional-law-firm-rates-and) | — New York City maintains the highest partner and associate rates, with partners averaging $1,972 and associates $1,214. |
| mean partner rate increase, Am Law top 25 firms (2025) | 6.3 — % YoY | [Wolters Kluwer ELM Solutions via B 2025](https://www.nasdaq.com/press-release/wolters-kluwer-study-sets-stage-2026-sharp-contrasts-regional-law-firm-rates-and) | — the top 25 firms dropping to a 6.3% mean increase in 2025 from 10.4% in 2024 |
| worked-rate growth, US law firms (2025) | 7.3 — % YoY | [Thomson Reuters Institute 2026](https://www.thomsonreuters.com/en-us/posts/legal/state-of-the-us-legal-market-2026/) | — The average law firm achieved 13% profit growth, demand surged to its best year of growth since the Global Financial Crisis, and worked rates shattered records with 7.3% growth. |
| average collected rate across rate-strategy archetypes | 553–580 — per hour | [Thomson Reuters Institute 2026](https://www.thomsonreuters.com/en-us/posts/legal/law-firm-rates-report-2026-analysis-jet-engines/) | — all three end up collecting nearly identical amounts — between $553 and $580 per hour on average. |
| average US lawyer hourly rate, all practice areas (2025) | 349 — per hour | [Clio 2026](https://www.clio.com/resources/legal-trends/compare-lawyer-rates/) | — As of 2025, the average hourly rate for a lawyer in the United States is $349, which has changed 4% year over year. |
| average lawyer hourly rate, Business Formation / Compliance | 378 — per hour | [Clio 2026](https://www.clio.com/resources/legal-trends/compare-lawyer-rates/) | — Business Formation / Compliance $378 $190 $353 |
| average lawyer hourly rate, Corporate Litigation | 461 — per hour | [Clio 2026](https://www.clio.com/resources/legal-trends/compare-lawyer-rates/) | — Corporate Litigation $461 $224 $432 |
| average lawyer hourly rate, Real Estate | 377 — per hour | [Clio 2026](https://www.clio.com/resources/legal-trends/compare-lawyer-rates/) | — Real Estate $377 $200 $348 |
| average external legal spend per M&A deal, US PE firms ($2B+ AUM) | $353K — | [Apperio 2020](https://www.persuit.com/learn/typical-manda-deals-cost-us-private-equity-353k-in-legal-spend-and-other-outside-counsel-statistics-from-us-based-pe-firms) | — US-based PE firms spend an average of $353,000 on external counsel during a typical merger and acquisition (M&A) transaction. |
| range of external legal spend per M&A deal, US PE firms | $50K–$1M — | [Apperio 2020](https://www.persuit.com/learn/typical-manda-deals-cost-us-private-equity-353k-in-legal-spend-and-other-outside-counsel-statistics-from-us-based-pe-firms) | — no respondents paid less than $50,000 per transaction and no respondents paid more than $1 million. |

## Sell-side fees for private companies

| Measure | Value | Source | Quote |
|---|---|---|---|
| most common effective success fee % — $5M | 4.8 — % | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — The answers range from 4.8% for a $5 million deal to 1.9% for a $150 million transaction. |
| most common effective success fee % — $10M | 4 — % | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — Success Fee Levels Most common success fee for deals of each size |
| most common effective success fee % — $20M | 3.4 — % | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — 3.4% for a $20 million deal. |
| most common effective success fee % — $50M | 2.7 — % | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — Success Fee Levels Most common success fee for deals of each size |
| most common effective success fee % — $100M | 2 — % | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — 2.0% for a $100 million deal. |
| most common effective success fee % — $150M | 1.9 — % | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — The answers range from 4.8% for a $5 million deal to 1.9% for a $150 million transaction. |
| most common monthly retainer (work fee) | $5,000–$10K — /month | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — While the most common monthly fee remained between $5,000 and $10,000, the number of firms charging $16,000 or more per month doubled to 16%. |
| share of fixed-fee advisors charging >$26K upfront | 38 — % of fixed-fee firms | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — Similarly, 38% of firms using fixed fees now charge more than $26,000, up from 26% last year. |
| share of advisors with a minimum success fee | 24 — % of firms | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — Only about one-quarter of middle-market firms surveyed write a minimum success fee into their engagement agreements |
| average success fee % — $5M | 6.3 — % | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — The average fee ranged from 6.3% for a $5 million transaction down to 1.8% for a $150 million deal. |
| average success fee % — $20M | 3.9 — % | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — 3.9% for a $20 million deal. |
| average success fee % — $100M | 2 — % | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — 2.0% for a $100 million deal. |
| average success fee % — $150M | 1.8 — % | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — The average fee ranged from 6.3% for a $5 million transaction down to 1.8% for a $150 million deal. |
| dispersion of success fee at $20M deal — $20M | 2.5–5 — % | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — With a $20 million deal, for example, three-fifths of the responses were between 2.5% and 5.0% |
| most common monthly retainer (work fee) | $5,000–$10K — /month | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — For monthly fees, two-thirds of the advisors said they charged an upfront fee between $5,000 and $10,000. |
| typical one-time retainer, firms >20 employees | from $25K — | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — Those with more than 20 employees most commonly received upfront retainers of $25,000 or more. |
| typical one-time retainer, firms <=20 employees | up to $15K — | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — Those with 20 or fewer employees typically charged $15,000 or less. |
| share of advisors charging an engagement fee | 75 — % of advisors | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — Overall, three-quarters of advisors charge some sort of engagement fee. |
| share of advisors with a minimum success fee | 75 — % of advisors | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — This year, 75% of the advisors said their firm charges a minimum success fee. |
| share crediting engagement fees against success fee | 54 — % of advisors | [Firmex 2024](https://www.firmex.com/wp-content/uploads/2024/07/Firmex-MAFeeGuide-US.pdf) | — This year 54% said they credited the engagement fees paid towards the success fee. |
| most common success fee range — $5M-$10M | 4–5.9 — % | [Firmex and Axial 2021](https://www.axial.net/wp-content/uploads/2022/12/Firmex_Axial_MA_Fee_Guide.pdf) | — For deals valued at $5 million and $10 million, the most common fee is between 4% and 5.9%. |
| most common success fee range — $20M-$50M | 2–3.9 — % | [Firmex and Axial 2021](https://www.axial.net/wp-content/uploads/2022/12/Firmex_Axial_MA_Fee_Guide.pdf) | — For $20 million and $50 million deals, fees are most likely between 2% and 3.9%. |
| most common success fee range — $100M-$150M | 1–1.9 — % | [Firmex and Axial 2021](https://www.axial.net/wp-content/uploads/2022/12/Firmex_Axial_MA_Fee_Guide.pdf) | — And for deals of $100 million and $150 million, the most common fee range is 1% to 1.9%. |
| share of fixed work fees above $15K | 55 — % of fixed-fee advisors | [Firmex and Axial 2021](https://www.axial.net/wp-content/uploads/2022/12/Firmex_Axial_MA_Fee_Guide.pdf) | — For those with a fixed work fee, the majority (55%) charge $15,000 or more. |
| most common monthly retainer (work fee) | $5,000–$10K — /month | [Firmex and Axial 2021](https://www.axial.net/wp-content/uploads/2022/12/Firmex_Axial_MA_Fee_Guide.pdf) | — The most common monthly retainer is between $5,000 and $10,000 a month, for those advisors using that form of work fee. |
| share of advisors with a minimum success fee | 67 — % of advisors | [Firmex and Axial 2021](https://www.axial.net/wp-content/uploads/2022/12/Firmex_Axial_MA_Fee_Guide.pdf) | — Minimum success fees remained standard in the middle market. They are commonly used by two-thirds of the advisors in the survey |
| share crediting work fees against success fee | 72 — % of advisors | [Firmex and Axial 2021](https://www.axial.net/wp-content/uploads/2022/12/Firmex_Axial_MA_Fee_Guide.pdf) | — Of those advisors that charge work fees, 72% deduct them from their success fee if a transaction occurs. |
| share of advisors reimbursed for VDR costs | 56 — % of advisors billing expenses | [Firmex and Axial 2021](https://www.axial.net/wp-content/uploads/2022/12/Firmex_Axial_MA_Fee_Guide.pdf) | — Virtual data room costs are reimbursed by 56%, up from 51% last year. |
| share of advisors charging an upfront fee | 71 — % of advisors | [Axial 2026](https://www.axial.net/forum/ma-fee-guide-2025-2026/) | — 71% of advisors charge some form of upfront fee, most commonly a monthly retainer or a one-time fixed engagement fee. |
| share of advisors charging no upfront fee | — — % of advisors | [Axial 2026](https://www.axial.net/forum/ma-fee-guide-2025-2026/) | — Nearly a third of survey respondents now charge no upfront work fee at all, up from 19% in 2024. |
| share of advisors using one-time fixed / monthly retainers | 29–31 — % of advisors | [Axial 2026](https://www.axial.net/forum/ma-fee-guide-2025-2026/) | — Meanwhile, one-time fixed retainers (31%) and monthly retainers (29%) held roughly steady year over year. |
| share deducting engagement fees from success fee | 77 — % of advisors | [Axial 2026](https://www.axial.net/forum/ma-fee-guide-2025-2026/) | — the fact that 77% of advisors deduct engagement fees from the final success fee shows this is now the definitive market standard. |
| share using flat-percentage success fee | 36 — % of advisors | [Axial 2026](https://www.axial.net/forum/ma-fee-guide-2025-2026/) | — seeing flat-percentage fees rise from 26% to 36% shows a shift toward cleaner alignment with founders. |
| share using Lehman-formula success fee | 44 — % of firms | [Axial 2025](https://www.axial.net/forum/ma-fee-guide-2024-2025/) | — The most common structure, used by 44% of surveyed firms in 2024, is the Lehman formula, where fees decline as deal size increases. |
| share using accelerator success fee | 20 — % of firms | [Axial 2025](https://www.axial.net/forum/ma-fee-guide-2024-2025/) | — the accelerator formula, where fees increase with larger deal sizes, is gaining traction—20% of firms used it in 2024, up from 16% in 2023. |
| share of advisors charging retainer/monthly fee, Main Street <=$500K — <=$500K | 33 — % of advisors | [IBBA and M&A Source, with Pepperdi 2012](https://www.ibba.org/wp-content/uploads/2020/02/MARKETPULSE-Q3.pdf) | — For deals valued at $500K or less, 33 percent of advisors charged a retainer and/or a monthly fee in addition to commission. |
| share of advisors charging retainer/monthly fee, lower middle market — $2M+ | 60 — % of advisors | [IBBA and M&A Source, with Pepperdi 2012](https://www.ibba.org/wp-content/uploads/2020/02/MARKETPULSE-Q3.pdf) | — advisors were progressively more likely to charge retainers and monthly fees, jumping to roughly 60 percent for deals in the lower middle market. |
| average target (sell-side) advisory fee, public targets | 0.84 — % of transaction value | [Federal Reserve Bank of Chicago 2000](https://www.chicagofed.org/~/media/publications/risk-management-papers/sr-2000-11r-pdf.pdf) | — on average, target firms paid $4.4 million (0.84 percent of transaction value) in advisory fees per deal. |

## Buy-side advisor fees

| Measure | Value | Source | Quote |
|---|---|---|---|
| average acquirer advisory fee, public deals | 0.38 — % of transaction value | [Federal Reserve Bank of Chicago 2000](https://www.chicagofed.org/~/media/publications/risk-management-papers/sr-2000-11r-pdf.pdf) | — Acquiring firms paid $2.4 million (0.38 percent of transaction value) in advisory fees per deal. |
| average total advisory fees (both sides), public deals | 1.22 — % of transaction value | [Federal Reserve Bank of Chicago 2000](https://www.chicagofed.org/~/media/publications/risk-management-papers/sr-2000-11r-pdf.pdf) | — On average, total fees (paid by the targets and the acquirers combined) were 1.22 percent of the transaction value. |
| median total advisory fee, acquirer, completed public mergers | $2.39M — | [Kisgen, Qian & Song / Elsevier 2009](https://www.saif.sjtu.edu.cn/sites/default/files/images/ymzhou/fo-jfe-feb2009.pdf) | — the median total advisory fees for an acquiring (target) firm in a completed merger were $2.39 ($2.37) million. |
| share of buy-side advisory firms charging no success fee | 20 — % of buy-side firms | [Firmex 2025](https://4804905.fs1.hubspotusercontent-na1.net/hubfs/4804905/Firmex-MAFeeGuide-Global-25.pdf) | — Among firms that primarily serve the buy-side, 20% don't charge a success fee at all, much higher than the 4% of seller-oriented firms |

## Fairness opinions

| Measure | Value | Source | Quote |
|---|---|---|---|
| median fairness opinion fee (acquirer or target), US public deals 1994-2003 | $300K — | [Kisgen, Qian & Song / Elsevier 2009](https://www.saif.sjtu.edu.cn/sites/default/files/images/ymzhou/fo-jfe-feb2009.pdf) | — During the period 1994–2003, the median fee for an acquirer or target FO was $300,000 |
| typical fairness opinion fee, lower/middle-market private companies | $50K–$100K — | [LinkedIn article by Rich Barth 2016](https://www.linkedin.com/pulse/how-much-do-fairness-solvency-opinions-cost-rich-barth) — secondary summary | — We've seen many fairness opinions in the lower and middle markets of private companies cost in the neighborhood of $50,000 to $100,000. |
| large-deal fairness opinion fee | from $100K — | [LinkedIn article by Rich Barth 2016](https://www.linkedin.com/pulse/how-much-do-fairness-solvency-opinions-cost-rich-barth) — secondary summary | — Fairness opinions often cost well into six figures and can actually run higher than $1 million for large sophisticated deals with high risk profiles. |
| US public-company fairness opinion fee range (qualitative) | — — | [Nouvelle Analytics 2024](https://www.nouvelleanalytics.com/fairness-opinions-fees) | — Typical fees for fairness opinion engagements for public companies in the U.S. ... generally start in the hundreds of thousands of dollars and can reach several million dollars. |

## Lender fees on loans

| Measure | Value | Source | Quote |
|---|---|---|---|
| median bank loan closing fee by loan size — <$1M loan | 0.75 — % of loan | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 6. General Characteristics — Bank Loans by Size ... <$1M 8.25% 3.5 0.05% 0.75% |
| median bank loan closing fee by loan size — $1M-$5M loan | 0.5 — % of loan | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 6. General Characteristics — Bank Loans by Size ... $1M–$5M 6.75% 5.0 0.10% 0.50% |
| median bank loan closing fee by loan size — $5M-$10M loan | 0.75 — % of loan | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 6. General Characteristics — Bank Loans by Size ... $5M–$10M 6.50% 5.0 0.50% 0.75% |
| median bank loan closing fee by loan size — $10M-$25M loan | 1 — % of loan | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 6. General Characteristics — Bank Loans by Size ... $10M–$25M 7.00% 5.0 0.50% 1.00% |
| median bank loan closing fee by loan size — $25M-$50M loan | 1 — % of loan | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 6. General Characteristics — Bank Loans by Size ... $25M–$50M 6.50% 5.0 0.50% 1.00% |
| median bank loan closing fee by loan size — $50M-$100M loan | 0.65 — % of loan | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 6. General Characteristics — Bank Loans by Size ... $50M–$100M 6.50% 4.0 0.35% 0.65% |
| median asset-based loan closing fee | 1.3 — % of facility | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 17. Fees Charged ... Closing fee 1.00% 1.30% 1.50% |
| median asset-based loan arrangement fee | 1 — % of facility | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 17. Fees Charged ... Arrangement fee 1.00% 1.00% 1.00% |
| median mezzanine closing fee, sponsored deals — $5M-$25M EBITDA | 1 — % of facility | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 24. Sponsored Deals by EBITDA Size (medians) ... Closing fee — — 1.00% 1.00% 2.00% 2.00% — |
| median mezzanine closing fee, sponsored deals — $25M-$100M EBITDA | 2 — % of facility | [Pepperdine Graziadio Business Scho 2026](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/19/) | — Table 24. Sponsored Deals by EBITDA Size (medians) ... Closing fee — — 1.00% 1.00% 2.00% 2.00% — |
| median asset-based loan closing fee | 1 — % of facility | [Pepperdine Graziadio Business Scho 2025](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/18/) | — Table 15. Fees Charged ... Closing fee 0.88% 1.00% 1.35% |
| median mezzanine closing fee, sponsored deals — $1M-$50M EBITDA | 2 — % of facility | [Pepperdine Graziadio Business Scho 2025](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/18/) | — Table 21. Sponsored Deals by EBITDA Size (medians) ... Closing fee — 2.00% 2.00% 2.00% 2.00% — — |
| median bank loan closing fee by loan size — $10M-$25M loan | 0.3 — % of loan | [Pepperdine Graziadio Business Scho 2025](https://digitalcommons.pepperdine.edu/gsbm_pcm_pcmr/18/) | — Table 5. General Characteristics — Bank Loans by Size ... $10M–$25M 6.50% 5.0 0.50% 0.30% |
| average OID, US institutional middle-market loans (Q3 2025) | 0.33 — points (100 - OID price) | [Secured Finance Network 2025](https://www.sfnet.com/home/industry-data-publications/the-secured-lender/magazine/tsl-article-detail/middle-market-lending-in-q3-2025-a-tale-of-repricing-waves-fundraising-strength-and-a-shifting-yield-landscape) — secondary summary | — The average original issue discount (OID) also moved tighter, hitting 99.67 in Q3, a 45 bps improvement over last quarter. |
| unitranche OID range (Q2 2026) | 0.75–1.25 — points (100 - OID price) | [Valuation Research Corporation 2026](https://www.valuationresearch.com/insights/private-markets-trends-q2-2026/) | — original issue discounts holding steady between 98.75 and 99.25 for standard transactions. |

## Broker-dealer use in private raises

| Measure | Value | Source | Quote |
|---|---|---|---|
| share of Reg D offerings using broker-dealers | 8 — % of offerings | [FINRA 2025](https://www.finra.org/sites/default/files/2025-07/Role-of-Broker-Dealers-in-Regulation-D-Market-FINRA-White-Paper.pdf) | — The broker-dealer subsample represents around eight percent of the full sample. |
| average broker-dealer sales commission, Reg D offerings | 6 — % of capital raised | [FINRA 2025](https://www.finra.org/sites/default/files/2025-07/Role-of-Broker-Dealers-in-Regulation-D-Market-FINRA-White-Paper.pdf) | — In our sample of Regulation D offerings that use broker-dealers, average sales commission accounts for approximately 6% of total amount of capital raised. |
| average finder's fee, Reg D offerings | 0.6 — % of capital raised | [FINRA 2025](https://www.finra.org/sites/default/files/2025-07/Role-of-Broker-Dealers-in-Regulation-D-Market-FINRA-White-Paper.pdf) | — Among offerings that use finders, average finders’ fee account for 0.6% of total amount raised. |
| broker-dealer participation, San Francisco issuers | 3.5 — % of offerings | [FINRA 2025](https://www.finra.org/sites/default/files/2025-07/Role-of-Broker-Dealers-in-Regulation-D-Market-FINRA-White-Paper.pdf) | — only 2.2% of deals in New York City involve broker-dealers, while 3.5% of deals in San Francisco involve broker-dealers. |
| which issuers use broker-dealers least (qualitative) | — — % | [FINRA 2025](https://www.finra.org/sites/default/files/2025-07/Role-of-Broker-Dealers-in-Regulation-D-Market-FINRA-White-Paper.pdf) | — issuers in technology and venture capital funds are least likely to use broker-dealers |
| share of non-fund Reg D offerings using a finder or broker-dealer, 2009-2017 (SEC DERA, as cited by FINRA) | 20 — % of offerings | [FINRA 2025](https://www.finra.org/sites/default/files/2025-07/Role-of-Broker-Dealers-in-Regulation-D-Market-FINRA-White-Paper.pdf) — secondary summary | — approximately 20% of new offerings by non-fund issuers use a finder or broker-dealer. |

Survey figures describe each survey’s respondents and period and may not reflect your transaction. Firm prices are as published by that firm on the date shown and may have changed. R&W premiums, escrow terms and diligence scope are set in negotiation with insurers, buyers and providers.

Older studies (for example, buy-side fee research from 2000 and 2009) are kept for orientation and dated. Firm prices are quoted as the firm publishes them and are not a comparison of firms.

Deal Cost Index. Data: CC BY 4.0.