Debt adviser or debt broker. Which does your raise need?
A debt adviser and a commercial finance broker both sit between a borrower and the lenders, and from the outside they can look like the same service. They are not, and the difference is who pays them. A debt adviser is retained by you, the borrower, under an engagement letter, on a modest retainer plus a success fee paid only when the money arrives. A broker is usually paid a commission by the lender that wins the deal, so the service can be presented to you as free. That single fact decides whose side the intermediary sits on, whether they run the whole market or a panel, and whether they are paid for placing your loan or for negotiating its terms. For a small, standardised facility a broker is often exactly the right tool. For a structured raise at £3-15m, where margin, covenants, fees and security are all negotiable and each carries real money over the life of the facility, the adviser’s job is the one that pays for itself. This guide sets out the difference in full, at August 2026.
Written for the borrower’s side of the table. This is general guidance, not advice on your specific facility. It deepens the shorter answers in our working guide.
One is retained to run your raise; the other introduces you to a product.
A debt adviser runs a financing on the borrower’s side of the table, end to end. The work starts before any lender is contacted: sizing how much debt the business can sensibly carry, fixing the structure that fits the plan, and framing the credit case for the committees that will judge it. Then the materials, the model, the information memorandum and the data room, built to a standard a credit team can underwrite from. Then the market, approached in parallel and pushed for competing terms, and last the negotiation and the drive to drawdown. What a debt adviser does in full is set out in choosing a debt adviser.
A broker does a narrower and more defined job. A commercial finance broker matches you to a product from a panel of lenders it habitually places with, and introduces you. The materials, the negotiation and the process are largely yours to run once the introduction is made. For a standardised product where the terms are close to fixed, that is genuinely useful work: the broker knows which panel lender is keenest this month and gets you in front of them quickly. Online platforms and marketplaces automate the same matching at the smallest end. Neither runs a negotiation, because for the products they serve there is little to negotiate.
The confusion is understandable, because both are intermediaries and both promise to bring you lenders. The distinction that drives the rest of this page is that placing a loan and negotiating one are different jobs. On a small, commoditised facility the placing is the whole job. On a structured raise the negotiating is where the money moves, and only one of the two is paid to do it.
The adviser is paid by you; the broker is paid by the lender.
A debt adviser is retained under an engagement letter and paid by the borrower, openly. The shape across the UK mid-market is a modest retainer that covers the work, plus a success fee, payable only when the financing completes, set as a percentage of the facilities raised. On lower-mid-market deals of £3-15m that success fee sits at roughly 1 to 2% by market convention, the percentage falls as the deal grows, and the retainer is commonly credited in full against it at close. Every line of it is visible to you before you sign, and how it is built, and what moves it, is set out in debt advisory fees.
A commercial finance broker is typically paid a commission by the lender that wins the deal, usually a percentage of the loan, and often on the lender’s standard terms rather than a figure you set. Because the payment comes from the lender, the service can be, and frequently is, presented to the borrower as free. Sometimes it is disclosed and sometimes it is not, and whether it is disclosed is the question worth asking first. The commission is real money either way, and free to you at the point of use is not the same as free.
The consequence runs straight from the source of the money. A fee paid by the borrower, contingent on completion, rewards getting the financing closed on terms the client will accept. A commission paid by the lender rewards placing the loan with a lender who pays commission, and pays nothing for the slow work of negotiating covenants, fees and prepayment terms once a lender is found. Neither model is dishonourable, but they pull in different directions, and the next three sections are what those directions do to your deal.
A broker places from a panel; an adviser runs the whole market.
A panel is a fixed set of lenders a firm habitually places with, and it is not a market however it is described. A broker paid by the winning lender has a natural reason to work a panel of lenders who pay commission, and the lenders on that panel know who else is on it, which is to say they know what the competition looks like and price accordingly. An adviser retained by you runs a structured competitive process across the categories that could credibly fund the deal: high-street and specialist banks, private-credit funds, and asset-based lenders. The point is not a longer list for its own sake; it is genuine tension between lenders who do not know how hard they have to try.
Coverage only counts if the relationships behind it are current. An intermediary whose everyday deal is a small, standardised line has no reason to hold live relationships with the credit teams at the specialist banks and funds that would compete for a £3-15m raise, and a lender read that is a year or two old is worth little, because appetite moves quarterly. Whichever route you take, ask how many lenders would seriously be approached for your deal and in which categories. The way the UK debt market divides into those categories, and which suits which borrower, is mapped in the UK lender market.
A commission from the lender rewards the introduction, not your terms.
Follow the money and the conflict is easy to see. A commission paid by the lender is earned the moment the loan is placed, so the incentive stops at the introduction. It rewards steering you toward a lender who pays, and it pays nothing extra for a tighter margin, more covenant headroom, or prepayment terms that do not tax an early exit. A success fee paid by you, contingent on completion, is earned only when the deal closes on terms you sign, so the incentive runs all the way through the negotiation. That is what fee alignment means in practice: the person is paid for the outcome you care about, not for a step along the way.
The arrangement to refuse, from anyone, is an undisclosed payment from the lender taken alongside a fee from you: a conflict dressed up as a discount, and the single worst structure in this market. It is avoidable with one question, asked in writing before you start. Who pays you, how much, and on what? A good broker answers it plainly, and so does a good adviser. The only acceptable answers for a firm you are also paying are that it takes nothing from any lender, or that it discloses the amount and rebates it in full to you. That question, and the other arrangements to walk away from, are set out in choosing a debt adviser.
None of this makes a broker the wrong choice. On a product where the terms are fixed, there is little for a conflict to distort, and a commission-paid introduction is a fair way to buy a fast match. The alignment question bites in proportion to how much there is to negotiate, which is exactly why it matters more as the raise gets larger and more structured.
Advising a company on its borrowing sits outside the consumer credit regime.
The FCA’s credit-broking permission exists to protect consumers and the smallest unincorporated borrowers. Under the UK regulatory perimeter, arranging or introducing credit is a regulated activity when the borrower is an individual, a sole trader, or a small partnership. Borrowing by a limited company is commercial lending, and it sits outside that consumer regime. So a firm that advises companies on facilities of £3-15m is not carrying on regulated credit broking and does not require FCA authorisation for that activity. Solon operates on exactly that basis: a corporate-debt adviser retained by the borrower, lawful and unauthorised because the activity does not call for authorisation, not because a requirement is being sidestepped.
A commercial finance broker can be in a different position. A broker whose book includes sole traders, small partnerships, or products that are themselves regulated may well need credit-broking permission, and where it does, it should hold it. The point for a company borrower is narrower than a badge. Check that whoever you engage is operating lawfully for the borrower you actually are, and that their permissions, or the lawful absence of a need for them, are stated plainly rather than left vague.
A regulated status is not, in itself, a mark of quality for corporate lending; it is a consumer-protection mechanism aimed at a different market. What separates a good intermediary from a poor one on a £3-15m raise is the alignment and coverage the earlier sections describe, not a licence designed for consumer credit.
The broker’s fee is not zero; it is paid by the lender and priced into your loan.
Take a company raising a £6m facility. These figures are illustrative arithmetic at market conventions, not a quote. On the adviser side, a success fee near the middle of the range, say 1.5%, is about £90,000, with the retainer credited against it at close, disclosed in full and paid by you. On the broker side, a commission of a point or two of the loan is common in commercial finance broking, so on £6m the lender might pay the broker in the region of £60,000 to £120,000. You are not invoiced for it, but the lender is not a charity: a commission it pays out is a cost it recovers, through the margin and fees you carry for the life of the facility.
So the honest comparison is not a fee against nothing. It is a disclosed £90,000 that is set against the terms it exists to sharpen, versus an often-undisclosed £60,000 to £120,000 that is paid for placement, which is the one thing that does not improve your terms. And the adviser’s fee is meant to recover itself from those terms. On £6m, half a point off the margin is worth about £30,000 a year, or £120,000 over a four-year hold, against the £90,000 fee, before counting a sharper arrangement fee, more covenant headroom, or better prepayment terms.
The scale is set by the interest, not the fees. With Bank Rate held at 3.75% at the Bank of England’s June 2026 meeting, Bank of England, Bank Rate, a £3-15m borrower’s all-in coupon runs from the mid-single digits on bank terms to above 10% on fund terms. On a £6m facility at a bank all-in near 6.75% that is roughly £400,000 a year, so the terms that move the running cost matter far more than either intermediary’s one-off cost. The full pricing stack, fee by fee, is in the all-in cost of raising debt.
A broker fits a small, standard facility; a raise that is negotiated needs an adviser.
A broker is genuinely the right tool for the small, standardised facility: an asset finance line, an invoice discounting arrangement, a simple commercial mortgage, or a loan below roughly a million pounds. The terms on these products are largely fixed, there is little for a process to move, and an advisory percentage would eat most of whatever it recovered. The job really is matching, a broker does it quickly, and paying by the borrower for a negotiation that cannot happen would be paying for nothing.
An adviser earns its place where the terms are negotiable and each one carries money over the life of the facility. That is the structured £3-15m raise: leverage, margin, covenants, fees, security and prepayment all in play, several lender categories worth putting in tension, and a credit case that needs framing. Size is a poor proxy for any of this, which is why the test is the saving, not the ticket. A £4m acquisition facility on a tight timetable, or a £5m refinancing with a covenant problem underneath it, is small in quantum and large in complexity, and is exactly where advice earns out. A £10m vanilla refinancing from strength may not be. When an adviser is honestly not worth retaining is set out, from the fee side, in debt advisory fees.
We will tell you straight which one your raise needs.
If you are weighing whether to run a broker, an adviser, or neither, a first conversation is confidential and costs nothing. We are retained by the borrower alone, take nothing from any lender, and if your facility is small and standardised enough that a broker or your own legwork is the right amount of help, that is the answer you will get. How a mandate runs, and how we are paid, is set out in how we work, and the full range of what we advise on in our services.