Refer and Earn on Out-of-Mandate Deals | DFA
The buyer has passed first
We only consider a referral after the buy-side client has confirmed that it will not continue. An active acquisition discussion remains entirely outside our remit.
The owner chooses the introduction
The origination firm asks whether the owner would welcome an independent sell-side conversation. No consent means no introduction and no contact from us.
Consent, attribution, confidentiality, conflicts and the allocation of the referral share are agreed before information is transferred.
A referral is not an automatic engagement. We speak with the owner, establish readiness and fit, then decide whether a confidential sell-side process is appropriate.
Does this interfere with our client’s acquisition mandate?
No. The buyer keeps every company it wishes to pursue. We only become involved after the buyer has passed and the owner has expressly agreed to an introduction. We do not contact companies in an active buyer discussion.
What if the company could fit another mandate later?
Tell us before any introduction. The written referral terms can reserve named companies, sectors or periods where your firm or client has a continuing interest. A clear boundary protects the owner and both commercial relationships.
Do you receive the buyer’s confidential diligence?
Not without authority. We begin with information the owner is entitled and willing to share. Buyer notes, investment committee materials and confidential diligence are not transferred unless the relevant parties expressly approve it.
How is the referral fee divided?
The established referral share is 15 percent of our success fee for an ambient referral or 20 percent for a direct introduction. By agreement, that referral share can be paid to the origination firm or divided with its buy-side client. It never means 100 percent of DealFlowAgent’s success fee.
Can the original buyer participate in a later sale process?
Potentially, if the owner appoints us and the circumstances permit it. Any participation would be handled transparently, subject to conflicts, confidentiality and the owner’s instructions. The buyer receives no special access merely because it funded the original campaign.
Who owns the owner relationship?
The origination firm remains the introducing relationship. Our role is limited to assessing and, where appropriate, advising the owner on a potential sale. Non-circumvention, attribution and communication expectations are recorded in writing.
Does every out-of-mandate company qualify?
No. We focus on established, saleable businesses where the owner is genuinely interested in exploring options within the next 3 to 24 months. We decline businesses outside our sectors, geographies or suitability criteria, and introductions where consent or provenance is unclear.
Is the arrangement compliant in every jurisdiction?
No universal claim can be made. The parties must review local regulation, professional duties, data protection, fee disclosure and conflicts. We document the arrangement, use an NDA where needed and take appropriate legal or compliance advice.
The buyer decides first. The owner decides second. Only then can we become involved.
We do not interrupt a live acquisition discussion. We do not receive buyer diligence without authority. We do not contact the owner directly. Before any handover, the referral agreement records consent, attribution, confidentiality, non-circumvention and payment.
Senior advisers take responsibility from the first conversation.
Your relationship is not handed to an anonymous platform. The owner speaks with an experienced advisory team, supported by sector specialists, under the boundaries agreed with your firm.
Completed transactions and owners who can speak for our work.
The examples below are the same completed transactions and client evidence shown on our homepage. We have not created separate claims for this partnership page.
Nothing is handed over on a verbal understanding.
Our Referral Partner Agreement records attribution, confidentiality, non-circumvention, payment and the agreed information boundaries. Our existing framework pays 15 percent of our success fee for an ambient referral and 20 percent for a direct introduction. The origination firm can receive that share or divide it with its buy-side client by agreement.
Origination firm receives the share
The originating firm is recorded as introducer and receives the agreed amount if our mandate completes.
The origination firm and buy-side client can agree a division, documented before the owner is introduced.
Read the Referral Partner Agreement
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How we work with your organisation
Accountants, lawyers and other professional service providers, buyers, investors and origination firms each have a dedicated referral approach. Explore the page for your organisation.
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Companies the buyer chooses to assess further against its acquisition criteria.
15 stay with the buyer. 10 strong companies sit
The buyer’s live pipeline remains protected. This example shows what can happen to strong companies that fall outside that buyer’s specific mandate.
The figures are illustrative, not claimed conversion rates or a campaign forecast.
The buyer may acquire them now or keep the relationship warm for later. They remain entirely within the buyer’s process. DealFlowAgent does not approach them.
10 strong companies are outside scope
These may still be strong, saleable businesses. Only after the buyer confirms it will not proceed may the origination firm ask whether the owner wants an independent sell-side introduction.
Why a strong company may be passed
The buyer wants the US Southeast; the owner operates in the Midwest.
Right quality, wrong transaction size.
The company is attractive but sits below or above the buyer’s approved range.
Like a well-made bespoke suit cut for someone else, the issue is fit, not quality. The buyer’s 15 remain ring-fenced. The 10 it has passed may be introduced only with the owner’s express permission.
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You must already know the owner
A referral is an introduction between two people who already know each other. Sending us a name you found online, or a contact you have never spoken to, is not a referral and will not be treated as one.
No outbound campaigns in our name
Do not run cold email, cold LinkedIn or mass messaging to source referrals. Do not describe yourself as acting for DealFlowAgent, and do not use our name in outbound messaging. This protects the owner, your reputation and ours.
Accountancy, legal, tax, wealth management and recruitment firms may introduce clients where their own professional and confidentiality obligations allow it. Ask the client first. Nothing here overrides your duties to them.
Business owners talk to us because the introduction came from someone they trust. Four rules keep it that way.
Referrals made outside these rules are declined and no fee is payable. We would rather lose an introduction than have an owner receive a message they did not want.
Pre-empts how corporate acquirers and private equity analysts will test your working capital, gross margins and customer concentration.
Calculates defensible add-backs, from director compensation adjustments to non-recurring professional fees and personal motor costs, backed by source documentation.
Drafts anonymous teasers and full information memorandums to tier-one corporate finance standards.
A valuation that holds firm
You enter negotiations with an unvarnished, defensible valuation bridge. Buyers cannot exploit messy accounting to chip your price.
More time on buyers, less on spreadsheets
Duncan and our sector specialists do not spend 40 hours building models in spreadsheets. They spend that time qualifying buyer intent, rehearsing your management presentation and running competitive tension between bidders.
Checks statutory books, director filings and sector accreditations, including BAFE, NSI, WRAS and ISO, to ensure zero lapses.
Flags contractor IR35 exposures, intellectual property assignment gaps and key-person bottlenecks before a buyer uncovers them.
Monitors counterparty document engagement, flagging to the partners exactly which chapters and files a buyer\u2019s legal team is scrutinising.
No surprises once a buyer is in diligence
Diligence skeletons are resolved in private before go-to-market. When exclusivity begins, the buyer finds a clean, audit-ready data room, leaving zero room for renegotiation.
Partners focused on terms and cash at completion
Joe and our legal advisers are not chasing administrative paperwork. They focus exclusively on commercial deal structure, share purchase agreement warranties and securing maximum cash at completion.
A senior M&A bench, plus a sector specialist recruited for your industry on every deal.
Nine years in corporate finance. Formerly Associate Director, Corporate Finance at Quantuma, with earlier corporate finance and audit experience at BKL, joining DealFlowAgent from the largest M&A advisory firm in the UK, part of K3 Capital.
As an ex-Director he managed teams of M&A advisors, analysts and associates, working daily with business owners, buyers and stakeholders on live acquisition deals. Selected from 260 applicants alongside colleagues from investment banking backgrounds, he brings that experience and network to lead the advisory bench across Building Services, Facilities Management, and Healthcare.
Senior Building Services & FM Advisor
Martin is one of the most well-connected figures in UK fire, security, building services and FM. He is Chairman of both the Fire Industry Association and the British Security Industry Association, the only person in the UK to hold both roles simultaneously. Martin spent over a decade in senior leadership at Mitie, latterly as Industry Liaison Director for its fire and security division, helping scale the business past £500m in revenue and playing a role in the £366m acquisition of Marlowe plc, which created one of the UK's largest compliance, fire and security services groups. He joined DealFlowAgent because owners in these sectors deserve a genuine sector-specialist advisor across valuation, business optimisation and buyer access. In recognition of his industry roles, he acts in a personal, non-partisan capacity.
Industry Partner, Hiring and Leadership
Nick leads FM Talent Partners, the facilities management and real estate leadership search firm, and is a leading specialist in building services and FM management talent. He partners with DealFlowAgent on two-way referrals: helping business owners and acquirers fill the key roles that decide whether a business is sellable, and introducing owners who are thinking about their next chapter to a team that knows their industry and their market. Key-person dependency is one of the two most common reasons a sale collapses, and Nick fixes it at source.
For every engagement we add a sector specialist from your industry to the core team: a 15–25 year operator or advisor with direct relationships in your niche. Recruited per deal so you get the right fit, not a generalist.
Every mandate at DealFlowAgent is led directly by our senior partners (Joe Lewin, Duncan Moore, Martin Watson) and supported by dedicated sector specialists. We never hand your business off to junior associates.
Richard and Sally are our internal, always-on analytical infrastructure. They operate strictly behind the scenes, preparing materials, stress-testing numbers, and auditing documentation so our partners can spend their time where it matters most: strategic counsel, confidential conversations, and negotiating terms on your behalf.
Richard and Sally never contact clients, never message buyers, and never release documents.
The founder, in his own words
Introduced through a founders’ network after the JamPot sale. Our sector specialist, Sidd, led the mandate and negotiated the cash element to double the amount first offered.
Over the past four years we have advised on 22 successfully completed transactions. Each entry states the target, the acquirer, the consideration basis and the process. DealFlowAgent acted as sell-side adviser on every mandate listed.
Referral-led mandate, introduced by a former client