Deal origination
How boutique M&A advisors win sell-side mandates
For a corporate finance boutique, the source of its sell-side mandates should guide how it spends years of business development effort.
KPMG counts 96 UK private equity exits in the first half of 2026, almost 30% fewer than a year earlier, in a snapshot it published alongside its July release. Most of those sales will have needed a sell-side advisor, and in each of those cases an advisor first had to win the mandate.
Those 96 exits are the part of the market anyone can count. Sales by owner-managed companies with no private equity owner appear in no tally of mandates. Writers on M&A use the term deal origination in investment banking for the advisor's work of winning both kinds of mandate, although UK lower mid-market firms tend to call it corporate finance.
Much of what is written on the subject comes from software and data vendors, and it treats origination as a data problem, solved by tracking more companies and more relationships. Seen from a corporate finance boutique, the harder problem is getting an owner's attention before the owner decides to sell. The industry calls the formal pitch to an owner or fund a beauty parade. We would argue that a boutique wins most sell-side mandates before the beauty parade, which then chooses between advisors the owner or fund already knew.
Private equity exits go to advisors the fund already knows
KPMG's figures split the 96 exits almost evenly. Trade acquirers took 51% and secondary buyouts 46%, so an advisor selling a portfolio company has to know the corporate buyers in the sector as well as the funds that might take the business on.
McKinsey's private capital team describes advisors and investment banks as useful partners for a fund preparing an exit, helping to build the equity story, run market and customer analysis, stress-test the business plan and prepare management for buyers (McKinsey, March 2026). The relationship also runs the other way. In a survey of private equity investors by Gompers, Kaplan and Mukharlyamov, mostly answered in 2012, firms said about a third of their closed deals had come through investment banks (Journal of Financial Economics, 2016). On the argument made here, an advisor that has brought a fund good companies over the years is the obvious name for the fund to call when it comes to sell one.
Funds do run competitive pitches for exits, and larger firms win many of them on reach, particularly when the likely buyers sit overseas. The wider UK deal and exit figures are set out in private equity deal origination in the UK.
An owner-managed sale often starts with someone the owner already trusts
For a company with no private equity owner, the first conversation about selling often takes place with the owner's accountant, solicitor or bank manager, sometimes years before any decision. When the owner later asks who should run the sale, it is reasonable to expect the answer to be an advisor that person has worked with and trusts.
The closest academic evidence comes from a narrower setting. Forte, Iannotta and Navone studied 473 friendly European deals completed between 1994 and 2003. Among targets that hired an advisor, those with a stronger existing relationship with their main bank were much more likely to choose that bank, although the strength of the relationship made no difference to whether a target hired an advisor at all (European Financial Management, 2010). The targets were listed companies, the data is more than 20 years old, and the relationship measured was with a bank through syndicated loans, underwriting and earlier M&A advice. The study says nothing directly about an accountant in Leeds recommending a corporate finance boutique, but it points the same way.
A boutique's referral network works as its origination system, and it is slow to build because each referrer is lending their own reputation. An accountant who recommends an advisor that then mishandles the sale will hear about it from the client for years. The same accountant may also decide what reaches the owner at all, as the owner's view of an off-market approach from a buyer shows.
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The pitch chooses between advisors who were already invited
When an owner or fund decides to sell, the usual step is to invite a small number of advisors to pitch. Each sets out its view of what the business is worth, who is likely to buy it, how the process should run and what it will charge. Some will propose a full auction and others a limited process with a handful of chosen buyers.
An owner who already knows two advisors through the accountant and a third through the sector press has little reason to go looking for a fourth, so by the time the presentations start the field has been set by years of contact that neither side would describe as business development.
The pitch carries a known risk. An advisor that wins by putting forward the highest value may then struggle to achieve it, and the owner's disappointment arrives months later, when the offers come in below the number that won the mandate.
Some mandates are won on the pitch alone. An owner with no prior advisor relationships, or a fund running a formal selection with scored criteria, may give real weight to a strong presentation from a firm it has never met.
Sector depth is the boutique's strongest card
A larger firm brings brand and reach across many sectors, while a boutique's strength is depth in one. A boutique can give an owner a short, credible list of the companies and funds most likely to pay a full price, and an understanding of how businesses in the sector are valued and run. The owner is, in effect, buying that list. The advisor decides which buyers receive the information memorandum, a step covered in the guide to how sale processes reach buyers, so the quality of the list feeds straight into the price.
Sector knowledge only wins work if owners know the advisor has it, and that depends on relationships and routine. In a 2023 Harvard Business Review study, Dixon, McKenna, Channer and Freeman, of the research firm DCM Insights, found that the most successful partners at professional services firms built connected networks of colleagues and clients, created value by collaborating, and kept to a proactive and consistent business development routine. Its findings are not specific to M&A advisors.
For a boutique, a consistent routine means working in one sector, and writing and speaking about it, for long enough that owners recognise the name before they need it. An owner who has seen an advisor's name in the sector's trade press for years is more likely to take the call when a referral or a letter arrives.
A direct approach from an advisor has to read as advice
Some boutiques write to owners directly in search of sell-side work. To the owner, such a letter looks much like the broker mail-outs described in the off-market piece, and it is judged by the same test of whether anyone has done their homework.
A credible approach shows knowledge specific to the company, such as its place in a consolidating market or an acquirer that has been buying nearby. It offers a view the owner cannot easily get elsewhere, for instance on who is buying in the sector and why. The first message asks for neither the mandate nor the accounts, because an owner who has not yet decided to sell has no reason to hand over either.
The owner is also entitled to know whom the writer represents. An advisor seeking a sell-side mandate wants to act for the owner. A firm making approaches to owners on behalf of a buyer acts for the acquirer, and the owner should read its letter with that in mind. In either case, approaches to named owners have to follow UK data protection and electronic marketing rules.
For an advisor, origination is a timing problem
Nobody knows when an owner will decide to sell, and that often includes the owner. A health scare or a generous offer for a competitor can move the date by years. PwC's guidance to family business owners is to allow 18 to 24 months or more to prepare for a sale (PwC, 2024), which means an owner who sells in 2028 may be weighing up advisors in 2026 without calling it that.
Writing on deal origination in investment banking says little about this part of the job: being known and trusted before that date arrives, and staying in touch through years of "not yet" without becoming a nuisance. A search of KPMG, PwC, EY, Deloitte, McKinsey, Bain, the FT, Reuters and Bloomberg found no survey or dataset that measures how UK sell-side mandates originate, whether through referrals, private equity relationships or direct approaches.
KPMG's count of 96 exits records sales completed in the first half of 2026, most of them the end of a mandate won earlier. It records none of the conversations that won those mandates.
