When the Seller's Broker Wants You to Pay

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April 14, 2025

by a searcher from INSEAD in San Francisco, CA, USA

Ran into an interesting NDA today where the seller’s broker (Exio) requires the buyer to pay a 1.5% “access fee” if the deal closes. Not a success fee for bringing me the deal. Not a buy-side advisory agreement. Just straight up: “If you buy this business, we get paid.” Sounds like double-dipping to me as they are already representing the seller. In some micro-deals a buyer-paid fee can make sense — especially if the broker brings proprietary deal flow or acts more like a dual-rep advisor. But in this case, it was just a standard listing. Curious about other's experiences. Is this becoming more common, or is this just a bad habit some intermediaries are trying to normalize?
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Reply by a searcher
from INSEAD in İstanbul, Türkiye
Hi - tell them you accept but that you need to share this with the seller for transparency, and then tell the seller that you will underwrite the fee as an implied cost to your offer. If the broker is honest, he will realize what he's done and accept or drop the topic. If not, I would either drop the deal or circumvent a bad broker (my preference would be the former: smart sellers should not be choosing bad brokers, and even if it is a rare honest mistake it can leave a bad taste).
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Reply by a searcher
from The University of Chicago in Los Angeles, CA, USA
Agree it does seem unusual. But I wouldn't spend too much headspace worrying about it at this point. Just make sure that if you make an offer you include this cost (and other deal related costs) in your deal model.
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