Tag: RedeFin Capital

  • Investment Banking vs. Advisory: Understanding the Difference

    Investment Banking vs. Advisory: Understanding the Difference

    Arvind Kalyan, RedeFin Capital
    8 min read

    Founders throw “investment banking” and “advisory” around interchangeably. They’re not. One charges you when the deal closes (1-3% of the deal). The other charges a retainer whether the deal closes or not. That’s a fundamental difference-and it determines who you hire, when, and why. This separates the two models, explains the fee structures, and shows when each makes sense.

    Investment Banking: Transaction Specialists

    IB is transaction execution. You want to sell the company, acquire a target, go public, or syndicate debt? Bankers close it. Three core services:

    • M&A: Find buyers, negotiate, close. You sell or acquire.
    • Capital Raising: IPOs, secondaries, private placements. Bankers arrange capital.
    • Debt Syndication: Structure loans, distribute across lenders. Infrastructure plays especially.

    IB fees: 1-3% of deal size on close. Only. No close = no fee. Perfectly aligned. You have the fee incentive. Bankers have the closure incentive.

    โ‚น5,000-7,000 Cr
    India’s annual IB fee pool
    200+
    SEBI-registered merchant bankers in India


    Advisory: Strategy & Execution Partners

    Advisory is thinking work. Restructuring, growth planning, ops optimization, strategic alternatives. You pay for clarity and execution support-whether or not a transaction happens.

    • Growth Advisory: Market entry, product expansion, go-to-market.
    • Restructuring Advisory: Ops improvements, cost cuts, debt restructuring (short of insolvency).
    • Corporate Finance Advisory: Capital structure, dividend policy, financial engineering. Often no transaction.
    • Strategic Alternatives: Sell, merge, partner, or stay independent? What’s the best path?

    Advisory fees: Retainer (โ‚น5-50L/month for mid-market) plus milestone bonuses. You pay whether or not you close a deal. Value is in the thinking, not the closing.

    The Retainer Model vs. Success Fee

    Retainer + milestones: You pay whether the outcome succeeds or fails. The advisor has skin in the game (reputation, milestone bonuses), but not financial downside. Useful for ongoing strategic work or situations where success is uncertain.

    Success fee: You pay only if the deal closes. The banker’s entire compensation depends on closing; they have maximum incentive alignment. Most common in transactions with clear endpoints (M&A, capital raising).


    Key Differences: A Comparison Table

    Dimension Investment Banking Advisory
    Primary Focus Closing a transaction (M&A, IPO, debt raise) Strategic problem-solving (growth, restructuring, alternatives)
    Fee Structure Success-based: 1-3% of deal size (typically) Retainer + milestones: โ‚น5-50 L/month + bonuses
    Deal Dependency No deal = no fee Fee paid regardless of outcome
    Execution Manages legal, financial, and process logistics to close Provides strategy; client often executes or leads execution
    Timeline Defined endpoint (closing date) Open-ended; ongoing engagement common
    Incentive Alignment 100% outcome-dependent; binary (close or fail) Reputational + milestone bonuses; more subtle

    When to Use Investment Banking

    Engage an investment banker when you’re executing a transaction and want expert deal origination, structuring, and closing support. Examples:

    • You’re selling your company and need to find buyers, run a competitive process, and negotiate the best price.
    • You’re acquiring a company and want access to off-market deals, due diligence support, and deal structuring.
    • You’re raising Series C/D funding from institutional investors (PE, family offices) and need an introduction strategy and valuation framework.
    • You’re a real estate developer seeking debt syndication for a โ‚น200 Cr project and need a banker to arrange lenders.

    The investment banker’s value is in deal sourcing, investor access, deal structuring, and negotiation use. You pay them only when they deliver a closed transaction at a price/terms you accept.


    When to Use Advisory

    Engage an advisor when you’re facing a complex strategic question and want expert thinking, frameworks, and execution support-but the outcome may not be a transaction. Examples:

    • You’re exploring whether to expand into adjacent markets or consolidate your core geography. You need market analysis, competitive intelligence, and a go-to-market plan.
    • Your EBITDA margins are declining, and you want to identify cost-reduction opportunities, operational bottlenecks, and process improvements.
    • You’re considering your capital structure (debt vs. Equity, dividend policy, reinvestment strategy) and need financial engineering advice.
    • You’re exploring strategic alternatives without committing to a specific path: Should we IPO, seek private equity backing, or remain independent?

    The advisor’s value is in strategic clarity, expert frameworks, and execution support-regardless of what you ultimately decide. You pay them upfront for their thinking and guidance.


    India’s IB & Advisory Landscape

    India’s investment banking market is concentrated but shifting. Global bulge-bracket banks (Goldman Sachs, Morgan Stanley, JP Morgan) dominate large deals (โ‚น500 Cr+). Mid-market deals (โ‚น50-500 Cr) are underserved-this is where boutique IB firms like RedeFin Capital are building franchise value.

    20%+ growth
    Mid-market deal volume (โ‚น50-500 Cr) YoY
    1.5-2.5%
    Average M&A advisory fee (as % of deal size)
    โ†‘ Market share
    Boutique IB platforms (2025 vs 2020)

    Why? Large PE funds, family offices, and institutional investors increasingly prefer boutique bankers who understand regional nuances, have proprietary deal flow, and move faster than bulge-brackets. The fees are also more transparent and negotiable with boutiques.


    RedeFin Capital: IB + Advisory Model

    RedeFin Capital operates across both. Our Investment Banking vertical handles M&A transactions, capital raises, and debt syndication (success-fee based). Our advisory work spans growth strategy, market entry, operational restructuring, and capital structure planning (retainer-based). Why both?

    Because a โ‚น100 Cr PE investment often needs both: before the deal closes, you need strategic advisory to build the “investment thesis” and identify value-creation levers. During the deal, you need IB structuring and negotiation. After closing, you need operational advisory to execute the plan.

    “The best IB outcome is a done deal at the right price. The best advisory outcome is a client who knows exactly why they made the decision and how to execute it. Separating the two is artificial-great financial advisors do both, sequentially or in parallel.”

    – Arvind Kalyan, CEO, RedeFin Capital


    Fee Dynamics: What You Actually Pay

    Here’s what you can expect to negotiate:

    • M&A IB (sell-side): 1-2% of enterprise value (larger deals, competitive bidders โ†’ lower %)
    • M&A IB (buy-side): 0.5-1% of purchase price (common for buyer’s banker)
    • Capital raising (equity): 2-4% of capital raised (higher for smaller rounds, PE fund-raising)
    • Debt syndication: 0.5-1% of facility size + arrangement fees
    • Strategic advisory (retainer): โ‚น10-50 L/month for mid-market companies (depends on scope, complexity, team size)

    These are negotiable. Larger deals, more competitive processes, or strategic importance to the banker can make a real difference.


    Red Flags & When Not to Use Each

    Don’t hire an investment banker if: You’re exploring strategic options without an endpoint in mind, or you need advice on operations and cost structure. You’ll pay success fees on a deal that may never close. Instead, hire an advisor first to clarify your strategy.

    Don’t hire an advisor if: You’ve already decided to sell or raise capital and need to close a deal fast. You need a banker’s transaction expertise and investor access, not strategic hand-holding.


    Frequently Asked Questions

    Can the same firm provide both IB and advisory?

    Yes, but ideally with different teams. RedeFin Capital does-our IB vertical is transaction-focused (success fees), and our advisory team handles strategic work (retainers). This avoids conflicts of interest and ensures each team is incentivised correctly.

    If I hire an advisor for strategic planning, can they transition to IB if we decide to execute?

    Absolutely. In fact, it’s ideal. Your advisor understands your business deeply and can hand off to your IB banker with minimal ramp time. Some firms restructure fees at transition (advisory fees stop, IB success fees begin).

    What’s the typical timeline for each?

    Advisory engagements: 3-12 months (often ongoing). IB transactions: 2-6 months (equity raises can be faster; M&A can be longer). Debt syndication: 3-4 months from mandate to facility closure.

    Why is IB fee concentrated on size, not effort?

    Because a โ‚น100 Cr deal and a โ‚น500 Cr deal involve roughly the same effort (legal, financial modeling, investor management), but โ‚น500 Cr is 5x more valuable to close. Success fees incentivise bankers to work on bigger deals and to push harder to get the best price.


    Key Takeaways

    • Investment banking is transaction-execution: Sell, acquire, raise capital, syndicate debt. Pay success fees (1-3% of deal size) only if the deal closes.
    • Advisory is strategic problem-solving: Growth, restructuring, alternatives analysis, capital structure. Pay retainers (โ‚น5-50 L/month) upfront, regardless of outcome.
    • Choose based on your need: Are you executing a deal? Hire a banker. Are you exploring options? Hire an advisor (or both, sequentially).
    • India’s mid-market (โ‚น50-500 Cr) is where boutique IB + advisory models thrive. Global bulge-brackets focus on โ‚น500 Cr+; smaller firms focus on sub-โ‚น50 Cr. RedeFin Capital owns the mid-market.
    • Fee negotiations are normal. Deal size, complexity, competitive tension, and your relationship history all affect what you pay. Always negotiate.

    Disclaimer: This article is for informational purposes only and does not constitute financial, legal, or investment advice. RedeFin Capital does not make representations about the suitability of any investment or advisory service for any particular client. All views expressed are as of the date of publication and subject to change. Clients should consult their own advisors before making any business decisions.

    Sources & References

    • Dealogic, India IB Fee Report, 2025
    • SEBI, Intermediary Data, 2025
    • Grant Thornton, Dealtracker, 2025
    • EY, M&A Advisory Survey, 2025
    • Dealogic, 2025
    • SEBI, Merchant Banker Registration Data, 2025
    • Venture Intelligence, India Deal Database, 2025