Middle market firms sell companies large enough that professional buyers compete for them. What they do differently from a listing broker is not mystique: it is a buyer list built by hand, a document that survives an institutional buyer's scrutiny, and a timetable everyone is held to.
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The buyer list is the product
Funds and strategic acquirers do not browse marketplaces; they respond to approaches. A middle market firm's value is that those approaches are answered, which is a function of relationships rather than software. Ask how many buyers they will contact and how many they have closed with recently.
The document has to survive diligence
An institutional buyer's analyst reconstructs your earnings from the source data. An information document with add backs that cannot be evidenced does not survive that, and the damage is not just the adjustment: it is the buyer deciding your numbers need checking twice. Firms that prepare properly spend weeks on this before anyone sees anything.
The fee shape
A retainer or work fee, then a declining success fee with a minimum. Whether the retainer is credited at closing is negotiable. The tail term is where a seller's real exposure sits, and it should be limited to buyers actually introduced and listed in writing when the mandate ends.
Questions people ask about middle market M&A firms
What size is the middle market?
There is no official line, and firms define it to suit themselves. In practice it begins where institutional buyers become interested and a professional process pays for itself.
Do they take smaller companies?
Some do, subject to a minimum fee. Where that minimum is a large share of your likely price, a main street broker or a direct sale is the better instrument.
Will I have to roll over equity?
Fund buyers often want it, and it is negotiable. Rolling over means a second payday if the business does well and a minority position in the meantime.