Transaction and monitoring fees: does anything go? (2024)

Introduction

A private equity client recently asked us for advice about the range of transaction and monitoring fees charged by leveraged buyout investors to target and portfolio companies. Requests of this kind frequently elicit answers based on anecdotal evidence that substitutes for empirical data. We took a more disciplined approach and prepared a survey of these fees based on a random sample of publicly reported acquisitions by buyout funds. This study presents the data from the survey in abstracted form. We hope that this summary can serve as a benchmark to private equity investors and their advisers.

Type of Transactions

The survey covers 32 leveraged control acquisitions by 18 different lead investors, all of which are prominent private equity firms.* The transactions were selected on a random basis, and the data were extracted from filings of the target companies with the Securities and Exchange Commission. In some cases, but not in all, we also obtained and reviewed the agreements that set forth the transaction and monitoring fees.

Even though our sample ranges across deal sizes, industries and investors, it does not include transactions by private equity investors affiliated with financial services firm. It appears that these investors frequently abstain from charging customary deal or monitoring fees and instead direct opportunities to earn investment or commercial banking fees to affiliates. We believe that combining both categories of transactions would distort the data.

We reviewed acquisitions consummated during the last seven years. The 32 transactions covered by the study were completed in the years shown in Table 1 below.

All transactions employed a high degree of leverage, and a majority of them were recapitalizations in which the selling shareholders retained an amount of equity. Deal sizes ranged from $163 million to $2 billion. The deal size is the sum of (i) the aggregate equity value established in thetransaction (including any rollover) and (ii) the aggregate principal amount of new and assumed debt. The breakdown by deal size is shown in Table 2 below.

Transaction Fees

Transaction (or deal or success) fees are the fees charged by the private equity firm in connection with the completion of the acquisition for—typically unspecified—advisory services.

In each transaction covered by the study, the buyers collected such a one-time fee in cash. Table 3 (below) shows the range, mean and median.

As expected, transaction fees are strongly correlated to deal sizes. Table 4 (below) expresses transaction fees as a percentage of deal size.

The percentages are quite consistent across deal sizes. Despite the wide overall range (0.5%-3.39%), a large majority falls within a much smaller range. In 19 of the 32 acquisitions, the transaction fee was higher than 0.85% and lower than 1.85%, i.e., within .5% of the average. Only in nine cases was the deal fee above 1.5%. The standard deviation for the entire sample is 0.64442%.

The deal fees reflected in Tables 3 and 4 do not include advisory fees for add-on acquisitions or similar post-closing transactions. Large buyout firms consistently charge deal fees for significant post-closing transactions. We did not compile data on the amount of these fees. However, we did observe that frequently post-closing deal fees are contractually locked in at the time of the acquisition. The fee is then typically calculated as a percentage of future deal size consistent with the determination of the initial transaction fee.

Monitoring Fees

Monitoring (or management) fees are the fees charged by the private equity firm to its portfolio company after the acquisition for ongoing oversight. Expenses are typically reimbursed separately.

In each transaction covered by the study, the controlling stockholder charged an annual monitoring fee in cash under an agreement entered into at the time of the acquisition. Table 5 shows the range, mean and median.

We calculated monitoring fees as a percentage of EBITDA of the portfolio company, as shown in Table 6. We relied on the portfolio company’s publicly reported figure, in most cases in the form of Adjusted EBITDA which eliminates recapitalization expenses and similar items. We used, in order of availability, EBITDA for the fiscal year following the acquisition, the fiscal year of the acquisition, or the fiscal year preceding the acquisition.

We had expected monitoring fees to be more strongly related to the size of the portfolio company. Instead, most fees fall within a commonly accepted range regardless of deal size or EBITDA. In 19 of 32 transactions, the monitoring fee was higher than $800,000 and lower than $1.8 million, i.e., within $500,000 of the average. In 23 cases, the monitoring fee was equal to or greater than $1 million and lower than or equal to $2 million. The standard deviation from the average fee is $640,520, and the standard deviation from the average percentage of EBITDA is 1.15%.

A few additional observations:

  • In some cases, the management agreement provided for the fee to be calculated as a percentage of actual or budgeted EBITDA or net sales. However, even in these cases, the fee provision included a floor (e.g., “not less than $1 million”) or a collar (e.g., “not less than $1 million and not more than $1.5 million”).
  • Management agreements typically continue until the expiration of a term (regularly 5-10 years) or until the buyout firm ceases to hold a specified level of equity ownership. The initial public offering is usually not a termination event, but in several cases the buyout investor terminated the agreement in connection with the offering for a significant one-time fee.
  • At least one prominent buyout firm covered by our survey requires its portfolio companies to prepay the monitoring fee at the time of the acquisition for all or a significant portion of the term of the management agreement.

Conclusion

Is there a market rate for transaction (or deal) feesand monitoring (or management) fees collected by buyout investors? We believe there is at least a market range. Transaction fees tend to converge around an average of 1.35% of deal size. Management fees tend to be flat, i.e. less related to the size of the deal or the portfolio company, and to converge around an average of $1.3 million per annum.

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Transaction and monitoring fees: does anything go? (2024)

FAQs

What are transaction and monitoring fees? ›

Transaction and Monitoring Fees. Monitoring Fees. Monitoring (or management) fees are the fees charged by a private equity firm to its portfolio company for ongoing advisory and management services after the acquisition.

What is an example of a transaction fee? ›

Examples of common transaction costs are labor, transportation, broker fees, bank charges, commissions, etc. The nature and magnitude of transaction costs vary in different business scenarios. Nevertheless, these costs play a huge role in business management and economic growth.

What are the transaction fees for private equity funds? ›

Private equity firms normally charge annual management fees of around 2% of the committed capital of the fund. When considering the management fee in relation to the size of some funds, the lucrative nature of the private equity industry is obvious.

What is a monitoring fee in venture capital? ›

A monitoring fee is a fee charged by a private equity organization to an investor for the advisory service provided to them. It can either be a fixed amount every year or calculated as a percentage of revenue or profit.

How would you explain transaction monitoring? ›

Transaction monitoring refers to the monitoring of customer transactions, including assessing historical/current customer information and interactions to provide a complete picture of customer activity. This can include transfers, deposits, and withdrawals.

How do you explain transaction fees? ›

A transaction fee is a charge that a business has to pay every time it processes a customer's payment. The cost of the transaction fee will vary depending on the service used.

Why do I have to pay a transaction fee? ›

Transaction fees are one of the ways a financial services provider can charge customers for using an account or a payment card. Account holders pay a small fee each time they ask the issuing bank or account provider to process a transaction cost.

Who has to pay the transaction fee? ›

A per-transaction fee is an expense a business must pay each time it processes an electronic payment for a customer transaction. Per-transaction fees vary across service providers, typically costing merchants from 0.5% to 5% of the transaction amount plus certain fixed fees.

What are 5 examples of transaction? ›

Here are some examples of these transactions:
  • receiving cash or credit from a customer for selling them a product or service.
  • borrowing funds from a creditor.
  • purchasing products from a supplier.
  • investing in another business.
  • paying off borrowed funds.
  • paying employees their salary.
Nov 29, 2022

What are acceptable fund fees? ›

A reasonable expense ratio for an actively managed portfolio is about 0.5% to 0.75%, while an expense ratio greater than 1.5% is typically considered high these days. For passive or index funds, the typical ratio is about 0.2% but can be as low as 0.02% or less in some cases.

How long is money tied up in private equity? ›

Partners at private equity (PE) firms raise funds and manage these monies to yield favorable returns for shareholders, typically with an investment horizon of between four and seven years.

What is the average fee for equity mutual funds? ›

The report, "Trends in the Expenses and Fees of Funds, 2022," found that the average expense ratio for equity mutual funds fell 3 basis points to 0.44 percent in 2022, and the average expense ratio for bond mutual funds fell 2 basis points to 0.37 percent.

What are monitoring expenses? ›

The primary purpose when monitoring expenditure against income is to ensure that expenditure does not exceed the available income. As when monitoring expenditure against budget, the first problem is how to identify which sources of funds are showing significant surpluses or deficits.

What does monitoring costs mean in finance? ›

Monitoring and reviewing costs involves establishing a strong focus on estimating sales, forecasting expenditures, and monitoring cash flows.

What is monitoring funds? ›

A fund monitor is a construction professional, usually from an RICS background, who will monitor the funds released from the funding body to a construction project, to make sure that the money is being used correctly.

What are the red flags in transaction monitoring? ›

The first red flag is if a customer makes transactions that are much larger or more frequent than usual. The second red flag is if account balances or account activity for a customer are much higher or more frequent than usual.

What is an example of a transaction monitoring scenario? ›

Here's an example: suppose you run a bank and you don't have a transaction monitoring plan in place. In that case, it means that suspicious transactions may occur before anyone ever notices, which might cause a noticeable loss in funds from a customer's account.

Who is responsible for transaction monitoring? ›

Transaction monitoring is typically performed by financial institutions such as banks, credit card companies, and other financial services providers. This is because these institutions are responsible for detecting and preventing financial crimes such as money laundering, terrorist financing, and fraud.

How do you explain fees to clients? ›

When you talk about fees with clients, there are five priorities to focus on:
  1. Fairness and clarity are more important than the actual amount. ...
  2. You need to be proactive and raise the topic BEFORE clients ask. ...
  3. The discussion should be specific about what you offer and what it costs.

What is the best way to explain a service fee? ›

A service charge is a separate fee that customers pay which is related to the price charged for the actual goods or services being purchased. In most cases, the service charge is added to the amount due at the time of the transaction.

What is the simplest explanation of transaction? ›

What is Transaction? According to the Transaction definition, it is a finalized agreement between a seller and a buyer for transferring goods, services, or financial assets in exchange for money is known as a transaction.

Can you avoid transaction fees? ›

You can avoid all transaction fees by paying for your purchases in cash while you're abroad. Banks and currency exchange stores will exchange U.S. dollars for most major currencies, and you can do this before you leave.

What is the best way to avoid transaction fees? ›

How to avoid international transaction fees
  1. Look for banks with no- and low-fee options. ...
  2. Find banks with international networks. ...
  3. Get a prepaid travel card. ...
  4. Use payment cards like credit and debit cards. ...
  5. Skip foreign cash exchanges. ...
  6. Work with your bank. ...
  7. Avoid freezes.
Feb 6, 2023

Is there a way to avoid transaction fees? ›

Apply for a credit card or checking account that offers zero transaction fees and/or ATM rebates well before your trip to make sure there's sufficient time to receive a credit card or account approval and obtain a new credit or debit card by mail.

Can you pass on transaction fees to customers? ›

Passing transaction fees to customers can be done in many ways. Some of the methods are direct, while others are not. For example, adding a surcharge to credit card payments to cover transactional fees is a direct method. But giving your customers an incentive to pay with cash is an indirect strategy.

What is unacceptable transaction fee? ›

Code 23: Unacceptable transaction fee

When this code shows up, it means that an unspecified bank error has occurred. In this occasion, the customer should either attempt to process the transaction again, or call his bank to receive more information about the issue.

Do customers pay transaction fees? ›

Credit card processing fees are paid by the vendor, not by the consumer. Businesses can pay credit card processing fees to the buyer's credit card issuer, to their credit card network and to the payment processor company. On average, credit card processing fees can range between 1.5% and 3.5%.

What are the three main types of transactions? ›

Based on the exchange of cash, there are three types of accounting transactions, namely cash transactions, non-cash transactions, and credit transactions.

What are the 3 main components of a transaction? ›

Three components of a transaction processing system are input, storage and output.

What are the 4 types of transactions? ›

The four types of financial transactions are purchases, sales, payments, and receipts.

What is reasonable fee or fees? ›

Reasonable fees means transaction, rental, or other periodic charges which are directly related to the cost of furnishing a particular service, and which are proportionate to actual usage of the service by all persons using the service competing in the same market area and may include a return on invested capital and ...

Do all funds have fees? ›

All mutual funds charge fees and expenses, some of which you pay directly (like sales charges and redemption fees) and others that come out of the fund's assets (to pay for such things as managing the fund's portfolio, or marketing and distribution).

How do fees work in a fund of funds? ›

However, FOFs investors are essentially paying double—because the underlying funds in the FOF all have their annual costs and fees, too. A fund of funds might charge annual management fees of 0.5% to 1% to invest in funds that charge another 1% annual management fee. So, the FOF investor in sum is paying up to 2%.

Does private equity always buy 100%? ›

Private equity firms are not passive investors. They often buy 100% of a target company, or at least a controlling stake, and may do a lot of work to streamline its operations, cut costs or improve performance.

How much equity is too much to give away? ›

I recommend that founders only go up to 20% equity in their pre-seed stage since you'll still need to plan on selling more equity in later seed and Series rounds. If you give up more than 20% initially, you may find yourself too diluted later on.

What is the rule of 72 private equity? ›

The Rule of 72 is a simple way to determine how long an investment will take to double given a fixed annual rate of interest. By dividing 72 by the annual rate of return, investors obtain a rough estimate of how many years it will take for the initial investment to duplicate itself.

What is considered a high mutual fund fee? ›

A general rule—often quoted by advisors and fund literature—is that investors should try not to pay any more than 1.5% for an equity fund.

What are the two main fees associated with a mutual fund? ›

With mutual funds, the two main costs to look out for are load fees and expense fees.

Is a 1% management fee high? ›

Many financial advisers charge based on how much money they manage on your behalf, and 1% of your total assets under management is a pretty standard fee. But psst: If you have over $1 million, a flat fee might make a lot more financial sense for you, pros say.

What are the examples for monitoring costs? ›

Monitoring Costs

The cost of having a board of directors is therefore, at least to some extent, considered an agency monitoring cost. Costs associated with issuing financial statements and employee stock options are also monitoring costs.

What are the 3 important areas of monitoring the budget? ›

Trends and comparison to projections. One time sources. Timing of receipts. Relationship to economic indicators and potential impacts.

What are the benefits of monitoring cost? ›

It plays a vital role to identify potential cost overruns, bottlenecks and inefficiencies due to lack of resources, inefficient resources, expenditure, poor management and under-pricing.

Who incurs monitoring costs? ›

Monitoring costs incur when the principals (i.e., shareholders) attempt to ensure that the agents are acting in their best interests. These costs can take the form of direct monitoring expenses (i.e., hiring an external auditor).

What do you mean by cost monitoring why it is important? ›

What is it? The Cost Monitoring System (CMS) measures and records consumption of adhesive for the purpose of efficiency and cost analysis. When used along with production schedules, clients can determine the exact cost per part. Compare this data to the baseline and clients can easily determine their efficiency level.

How do you monitor quality costs? ›

How to Measure Cost of Quality (COQ)
  1. The Cost of Good Quality is the total of Prevention Cost and Appraisal Cost (COGQ = PC + AC)
  2. The Cost of Poor Quality is the addition of Internal and External Failure Costs (COPQ = IFC + EFC)

What is payment transaction monitoring? ›

Transaction monitoring is the process of monitoring a customer's transactions such as transfers, deposits and withdrawals. A transaction monitoring system will seek to identify suspicious behaviour which could indicate money laundering or other financial crime occurring.

Why am I paying a transaction fee? ›

Transaction fees are the expenses that businesses need to pay to their payment service provider every time the provider processes an electronic payment for a Card Present or Card Not Present transaction. Transaction fees can vary slightly, depending on the payment service provider.

Why do banks do transaction monitoring? ›

Banks must monitor inbound and outbound transactions to avoid being complicit in money laundering operations. This transaction monitoring process is a legal requirement to remain compliant and avoid punishing fines.

How do I stop transaction fees? ›

One way to avoid ATM or transaction fees is to pay for a trip in cash. Travelers can exchange U.S. dollars for most major currencies at a bank, credit union or currency exchange store before a big trip. This may be a good idea if it's easy to budget how much will be spent on dining or souvenir purchases.

Is a 3% transaction fee bad? ›

Foreign transaction fees generally range from 1 percent to 3 percent and tend to average around 3 percent of each transaction. Paying around $3 per $100 you spend may not sound that expensive, but these fees can add up if you're making a lot of purchases with your credit card.

Are transaction fees normal for credit cards? ›

How much do credit card processing fees cost? The average credit card processing fee per transaction is 1.3% to 3.5%. The fees a company charges will depend on which payment company you choose (American Express, Discover, Mastercard, or Visa), the merchant category code (MCC) and the type of credit card.

How can I avoid transaction fees on my debit card? ›

Some banks may waive the debit card fee if you meet certain requirements. Call your current bank to ask what you can do to avoid the charges. It may require a higher minimum balance on your checking account, expanding your banking relationship by opening up a savings account, or possibly moving to online banking.

What is an example of a monitoring cost? ›

Other examples of the monitoring costs are the employee stock options plan. read more available for the employees of a company. Bonding Costs: Contractual obligations are entered between the company and the agent. A manager stays with a company even after it is acquired, who might forgo the employment opportunities.

Why is monitoring costs important? ›

Cost Monitoring is critical for project success. The information on cost monitoring is essential so that we can make management decisions. Cost Monitoring is necessary to ensure that we meet financial targets. Cost Monitoring can avoid budget and project overrun.

Why is it important to monitor costs? ›

Cost-control management can help you clearly identify activities running smoothly and staying within budget from the ones constantly breaking down and consuming extra dollars.

Can my bank see all my transactions? ›

Do banks look at your transactions? Bank tellers look at your transactions but cannot see what you purchased. Looking at the money coming in and out allows tellers to assist with your account.

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