Choosing a debt adviser

Which debt adviser should a UK company use, and how do you choose?

The UK debt advisory market runs in tiers, and the tiers map to deal size. Investment banks and the large independent advisory houses run financings above roughly £75m; the Big 4 and the larger accounting firms dominate the mid-market; independent boutiques work beneath them; a small number of specialists cover the lower mid-market, where facilities run £3-15m; and below that, commercial finance brokers and online platforms place small, standardised facilities. There is no best firm in the abstract. The right adviser is the one whose everyday work looks like your deal, and who passes the five questions this guide sets out: who pays you, do you run the whole market or a panel, who exactly will do the work, when did you last close a financing like mine, and how is the fee structured.

Written for the borrower’s side of the table, and deliberately even-handed about the parts of the market we do not serve. What advisers charge, and when the fee is worth paying at all, is a separate question with its own page: debt advisory fees.

The UK debt advisory market, mapped

Six tiers, each built for a different size of deal.

At the top sit the debt advisory teams of the investment banks and the large independent advisory houses. Their natural ground is the financing that comes with scale: syndicated and capital-markets debt, sponsor-backed buyouts, cross-border structures, facilities from roughly £75m into the billions. They are excellent at what they do, and their cost base means they cannot sensibly do it for a company borrowing £8m; the minimum fee alone would fail the arithmetic. Alongside them, the Big 4 accounting firms and the larger mid-tier accounting practices run substantial debt advisory teams whose core ground is the mid-market proper: deals from roughly £20m upward, often for private-equity-owned or larger private companies, with the reach and resource of a full-service firm behind them and, inevitably, the leverage model of one. A partner wins the work, and much of the delivery falls to the team beneath.

Beneath the accounting firms sit the independent debt advisory boutiques: partner-led firms, usually founded by people who ran lending or advisory desks elsewhere, doing nothing but debt. The stronger ones offer the thing the leverage model cannot, which is that the person who wins the mandate is the person who runs it. Most concentrate where the fees support senior time, and in practice that means deals from £10-20m upward. That leaves the lower mid-market, companies raising £3-15m on £1-8m of EBITDA, structurally underserved: too structured for a broker to place well, too small for most boutiques’ economics, invisible to the tiers above. A small number of specialists, Solon among them, work this ground deliberately.

Below the advisory market altogether sit two further tiers that are often confused with it. Commercial finance brokers place small and standardised facilities (asset finance, invoice discounting, commercial mortgages, loans up to a million or two) and are typically paid commission by the winning lender rather than a fee by you. Online platforms and marketplaces automate the same matching at the smallest end. Both are legitimate tools for the products they serve; neither runs a negotiation. The distinction, and why it matters more than it looks, is drawn properly in adviser versus broker.

Matching the firm to the raise

Hire the firm whose everyday deal looks like yours.

The reason tier fit matters is not prestige in either direction; it is attention and currency. An adviser whose normal deal is £100m will staff your £6m raise, if it takes it at all, with the most junior team it has, because the economics allow nothing else. An intermediary whose normal deal is a £200,000 asset-finance line has no reason to hold current relationships with the credit teams at the specialist banks and funds that would compete for your £6m; and a lender read that is two years old is worth little, because appetite moves quarterly. The firm whose everyday work is your size of deal is in front of your lenders constantly, knows what they are writing this quarter and at what terms, and puts real seniority on your mandate because your mandate is its core business rather than a favour.

Complexity moves the answer as well as size. A clean £12m refinancing and a £5m acquisition facility with an intercreditor negotiation underneath it are different jobs, and the second belongs with a firm that negotiates structure for a living, whatever the quantum. Sector matters less than borrowers expect, because lenders underwrite cashflow, security and management before they underwrite an industry. Structure experience matters a great deal, and it is fair to ask any firm for the last three financings it closed that looked like yours in size and shape, and what it moved on them.

The five questions to ask any firm

Five questions establish alignment, coverage and attention.

First: who pays you, how much, and on what? This is the alignment question, and a good firm of any tier answers it plainly. An adviser retained and paid by you, under an engagement letter, works for you; an intermediary paid commission by the winning lender is rewarded for placement, not for negotiation. Second: do you run the whole market or a panel? A panel, meaning a fixed set of lenders the firm habitually places with, is not a market, however it is described, and the difference shows up directly in your terms, because the lenders on a panel know what the competition looks like. Ask how many lenders the firm would seriously consider for your deal, and which categories: banks, specialist banks, funds, asset-based lenders.

Third: who exactly will do the work? Names, not roles. The person in the pitch and the person who builds your model, writes your papers and negotiates your covenants are often different people, and you are entitled to know which senior individual owns the mandate and how much of their time it gets. Fourth: when did you last close a financing like mine, at roughly my size and in roughly my shape, and what did the process move? The answer tells you whether the firm’s lender read is current, and whether its idea of success is a signed deal or a well-negotiated one. Fifth: how is the fee structured? Retainer, success fee, what the success fee applies to, and what is owed if the deal dies. The market conventions, and the specific terms to read carefully in the engagement letter, are set out in the fees guide.

The arrangements to refuse

A short list, and any one of them ends the conversation.

An undisclosed payment from a lender taken alongside a fee from you: a conflict dressed up as a discount, and the single worst arrangement in this market. A fee that falls due whether or not you draw the debt. A guarantee of terms before any lender has seen your numbers: nobody controls credit committees, and a firm that promises outcomes is telling you something about its honesty, not its reach. A panel presented as the whole of the market. And no named senior adviser on the engagement. If the letter cannot say who owns your mandate, the answer is nobody. None of these is exotic; all of them appear in real engagement letters, and each is visible before you sign if you ask the five questions above in writing.

Where Solon sits on this map

Our ground is the underserved middle of the map.

Solon is a lower-mid-market specialist: UK companies raising £3-15m, run as a whole-of-market competitive process across banks, specialist banks, private-credit funds and asset-based lenders, with the Managing Director on every mandate and the fee paid by the borrower alone. That is a statement of fit, not of superiority; the same test this guide applies to everyone else applies to us. A company raising £60m belongs with a larger house and we will say so. A company that needs a £400,000 asset-finance line needs a broker, not an adviser, and we will say that too. If your deal is our size and shape, the five questions above are ones we would rather be asked than not.

Where to start

Ask us the five questions.

If a raise or a refinancing is ahead of you and you are deciding who should run it, a first conversation is confidential and costs nothing. If the honest answer is that another tier of this map serves you better, that is the answer you will get. How a mandate runs is set out in how we work, and what we advise on in our services.

The terms in this guide

Each is defined in full in the library, with the levels and conventions that apply at £3-15m.

  • Debt adviser

    A debt adviser runs a competitive process on the borrower's side of the table. The UK market is tiered by ticket size rather than by quality, and the tier that fits a £3-15m raise is not the one that fits £100m.