Frequently asked questions

Between 6 and 12 months from mandate signing to closing. In well-prepared mandates (vendor due diligence + audited data room) the competitive process can close in 6–8 months. In companies without prior preparation, organising information can add 1–2 months before going to market.

We align our interests with our client's, structuring fees primarily on a success basis, combined with a capped monthly fixed fee. Fully transparent fees: any remuneration is set out in writing and signed in the mandate. The success fee is only earned if a transaction takes place.

Iberian mid-market, typically companies with EV between €10M and €150M. We work with family groups, corporates and private equity fund managers.

Yes. Through the CFA Worldwide network (30+ offices across five continents) we provide access to strategic corporates and financial investors in Europe, North America and Asia-Pacific. Our international roots are a key enabler when executing cross-border transactions successfully.

NDA protocols signed before the first contact, anonymised infoMemo in the teaser phase, tiered data room access and explicit owner approval before revealing the company's identity to any candidate. Internal policies audited every 12 months.

We determine your company's intrinsic value by applying proven valuation methodologies, while price can differ, since a buyer-investor's offer is shaped by factors such as: strategic fit and importance to their own business, the perception of competing with other potential buyer-investors in the process, the pursuit of economies of scale, among others.

A MIP is an economic incentive plan designed to align the management team with shareholder objectives in an M&A or private investment context. The executive receives a share of the value created — typically at exit — if certain return objectives are met. The logic is simple: if the fund wins, management wins; if no value is created, there is no payment.

Ideally, before closing the acquisition or within the first months after closing. Designing it late — when relationships are established and expectations set — complicates negotiation. Most commonly, the MIP forms part of the shareholders' agreement negotiated alongside the SPA.

It depends on the chosen structure. In a typical model, the executive receives a percentage of value created above a minimum return threshold (hurdle rate) for the shareholder. The financial model simulates payments under different exit price scenarios so both the fund and management understand exactly what to expect.

It depends on whether the departure is voluntary or involuntary and whether it is classified as a good leaver or bad leaver event. A good leaver — for example, dismissal without cause — typically retains the vested portion of the MIP. A bad leaver — voluntary resignation or dismissal for cause — may forfeit all or part of the plan. These provisions are negotiated upfront and are critical to the MIP fulfilling its retention function.

Yes, and they are significant. MIP taxation varies depending on the instrument chosen (share options, phantom shares, actual equity interests) and the timing of the benefit. In Spain, employment income is taxed at marginal rates while capital gains benefit from more favourable treatment. Tax structuring of the plan is part of the advisory we provide.

Yes. MIPs are not exclusive to private equity. We also advise family businesses wanting to incentivise key external executives, companies in a sale process that need to retain the management team, and companies wanting to implement a structured profit-sharing plan as an alternative to conventional variable pay.

A strategy consultant analyses and recommends. A corporate advisor is involved: they advise the board, mediate, negotiate and accompany the company during its most pressured moments. At Dextra we bring the judgment of investors who have managed their own portfolio companies — not analysts who present PowerPoints and move on.

Yes. We join boards of directors as advisors when the engagement requires it. The independence is real: we have no cross-interests with any shareholder or with the company's financial institutions.

With discretion, independent judgment and no agenda. Our starting point is always the company's interest — not that of any particular shareholder. We mediate between opposing positions, identify the ground for possible agreement and prevent personal differences from blocking business decisions that need to be made.

Yes, and it is an area where we have specific experience. Generational transition in a family business combines technical complexity (valuation, ownership structure, tax) with emotional complexity (family relationships, unexpressed expectations, differences in strategic vision). We know how to navigate both dimensions.

A shareholders' agreement is a private contract between shareholders governing rights and obligations beyond the company's articles of association. It should be reviewed when the ownership structure changes, when new shareholders enter, when the company changes in size or activity, during a generational transition, or when the current agreement no longer reflects the company's reality. An outdated shareholders' agreement is a time bomb.

We work on a monthly or quarterly retainer that reflects the committed time and the ongoing nature of the engagement. For projects with a transactional element — preparing for a sale, bringing in a new shareholder — we combine a retainer with a success fee tied to the outcome. We always agree the structure before starting.

When the company needs to make a significant decision about its capital structure: refinancing existing debt, raising new financing for an acquisition or investment plan, or simply reviewing whether current terms are the best available in the market. Also when covenants are approaching their limits or maturities need renegotiating before they become urgent.

We work with all types of external financing instruments: senior bank debt, private debt (direct lending), mezzanine financing, factoring and confirming, syndicated loans and bond issuances for mid-market companies. The choice depends on the company's size, risk profile and use of funds.

Both. Bank financing remains the most common for the Spanish mid-market, but private debt funds have gained significant ground and offer more flexible terms for leveraged transactions or companies with more complex credit histories. We assess both options and recommend what best fits each situation.

A well-executed refinancing process takes between 2 and 5 months, depending on the company's situation, the complexity of the current financing structure, the number of institutions involved and maturity timelines. The ideal is to start the process with sufficient lead time — at least 12 months before maturity — to negotiate from a position of strength, without pressure.

Yes, and it is actually a common situation. Having a prior banking relationship does not mean current terms are the best available. A competitive process — even with the same institutions — typically produces meaningful improvements in interest rate, maturity and covenants. Adding new lenders also broadens the base and reduces dependence on a single financial provider.

For an initial diagnostic we need the last three audited annual accounts, the current-year budget, an up-to-date corporate structure chart and a description of the use of funds. With that information we can assess available options and design the most appropriate process.

A buy-side mandate is advisory provided to the acquirer in a merger or acquisition. It covers everything from defining the acquisition thesis to closing, including target sourcing, valuation, negotiation and due diligence coordination. The goal is for the buyer to acquire the right company, at a fair price and on the right terms.

Through our direct network — lawyers, auditors, tax advisors, sector executives — and through CFA Worldwide. Many of the best mid-market opportunities are never listed on any platform. Our track record as advisors opens doors that are not available to buyers acting on their own.

We primarily work in the Spanish mid-market: companies with revenues between €10M and €150M. That said, we equally handle crossborder (international) transactions where either the buyer or seller is not from the Spanish market. For this we rely on the CFA Worldwide network, which gives us reach and access to companies across most continents.

From thesis definition to closing, a well-executed buy-side process takes between 6 and 18 months. The range reflects how long it takes to find the right target, the negotiation process and due diligence complexity.

Yes. We advise on the optimal structure (equity, bank debt, private debt, earn-out, vendor loans, deferred payments) and coordinate with financial institutions when leverage is needed. We also work with private debt funds when traditional bank financing is insufficient or unsuitable.

Yes, we have specific experience working with search funds through their search and acquisition process. We understand the model, its capital constraints and typical timelines. If you are in search mode, we can discuss how to structure the collaboration.

A well-structured process takes between 6 and 12 months from start to closing. The main factors are the initial contact phase with potential buyers, business complexity and the buyer's decision-making timeline. PE processes tend to be shorter than trade sales as they are more accustomed to executing corporate transactions.

We apply several business valuation methodologies, including Discounted Cash Flow, comparable public company multiples and precedent transaction multiples. The result is a value range — not a single number — which we subject to sensitivity analysis and use to set realistic expectations with the seller and negotiate from a well-argued, solid position.

Yes. All contacts with potential buyers are made under non-disclosure agreements (NDAs). The company's name and identity are only revealed when there is genuine, qualified interest. Customers, employees and competitors do not need to know about the process.

The standard structure combines a monthly retainer covering a minimum cost base and providing confidence in the client's commitment to the transaction, with a variable success fee on the final transaction price. In the Spanish mid-market, success fees typically range from 1.5% to 4.5% of enterprise value, with minimum fees set according to deal size.

The better prepared the company, the better the outcome. We work with the owner in a prior phase to organise financial and non-financial information, normalise EBITDA, document key contracts and anticipate the questions any buyer will ask in due diligence. This preparation phase typically takes 1 to 2 months.

A well-designed process minimises this risk. If it happens, we analyse the causes — pricing, terms, market timing — and advise on whether to wait, adjust expectations or explore alternatives such as a partial sale or growth capital investment.