Newton Ventures

VIII. Fees

Staged, Transparent.

Our Dubai entity’s fees are staged and linked to specific points in the funding process. Because every Funding Request differs in complexity, exact fees are agreed with each Client individually and confirmed in the Client Fee Agreement — contact us to discuss the fees applicable to your Funding Request. The fees and triggers below describe our Group’s principal Funding Channel Route; where another route applies, our Group explains any differences in writing before the Capital Request File is submitted.

I.Why Our Fees Are Staged

Our Group does not operate on a pure success-only basis because meaningful work is required before Completion and, in many cases, before a Funding Channel and/or Capital Provider can properly assess whether serious terms can be issued.

This work may include Analyst review, document assessment, funding suitability analysis, financial model commentary, capital structure review, Capital Request File preparation, Funding Channel engagement, data room preparation, due diligence coordination and transaction management.

The staged fee structure is designed to ensure that:

  • The Client is committed to a serious process
  • Appropriate Analyst and management resources can be allocated
  • The Funding Request is prepared and presented professionally
  • The Funding Channel can undertake the work required by its Capital Providers
  • The Client receives value before Completion, not merely an introduction

Success-only or introduction-only arrangements may be suitable for simple transactions. However, complex Funding Requests usually require preparation, structuring, evidence review and coordinated due diligence before a serious funding outcome can be achieved. Fees are therefore not charged simply for access to a funding contact — they are charged for the professional work required to prepare, position, submit and progress the Funding Request through the relevant stages of the process.

II.When Fees Are Payable
FeeStage
Commitment FeeOn the Client’s written Authority to Submit, given once the Client Fee Agreement is signed and our Group confirms it holds the information required to prepare the Capital Request File; invoiced by our Dubai entity and payable within 3 Business Days
Remaining Progression Fee + Funding Channel Contribution FeeOn the Client and the Funding Channel (or the Capital Provider that issued them) both signing the Letter of Engagement and Indicative Terms
Dubai entity Completion Fee + Funding Channel Completion FeeUpon Completion
III.

Commitment Fee

The Commitment Fee is invoiced by our Dubai entity once the Client Fee Agreement has been signed and the Client has given its written Authority to Submit — the Client’s confirmation that our Group may submit the Capital Request File to obtain the Letter of Engagement and Indicative Terms. It is payable within 3 Business Days of invoice; our Group prepares the Capital Request File on proof of payment and submits it once the Commitment Fee has been received in cleared funds.

The Commitment Fee forms part of the Progression Fee — it is not an additional fee — and is set on a case-by-case basis to reflect the complexity of the Funding Request. If the Client proceeds by signing the LoE & ITs and entering full due diligence, the Commitment Fee is deducted from the Progression Fee.

Subject to the Client Fee Agreement, the Commitment Fee is refundable only if no LoE & ITs document is produced for the Client within 15 Business Days of the Capital Request File being submitted and the Client requests the refund in writing. That 15 Business Day period is suspended for any period in which the Funding Request cannot progress because of a Client delay, as set out in the Client Fee Agreement.

IV.Progression Fee

Our Dubai entity’s Progression Fee is set on a case-by-case basis, reflecting the complexity, size and resource required for each Funding Request. Contact us to discuss the fee applicable to your Funding Request.

The Progression Fee covers our Group’s work in assessing the opportunity, undertaking initial review, preparing and submitting the Capital Request File, obtaining the LoE & ITs and continuing to assist the Client throughout the Funding Request. The Progression Fee paid is deducted from any Completion Fee that becomes payable.

The Commitment Fee forms part of the Progression Fee and is not in addition to it. Any remaining balance is only payable if the Client and the Funding Channel (or the Capital Provider that issued the LoE & ITs) both sign the LoE & ITs. If either does not sign, no further Progression Fee is payable to our Dubai entity and no Contribution Fee is payable to the Funding Channel.

Progression Fee Payment Options

OptionDescription
Option 1 — Payable on Letter of Engagement and Indicative Terms executionThe balance of the Progression Fee is payable when the Client and the Funding Channel both sign the LoE & ITs.
Option 2 — Staged instalmentsThe balance of the Progression Fee is paid in agreed instalments: on both Parties signing the LoE & ITs, within 30 calendar days of that signing, and when the Client signs off the Investment Memorandum before it is sent to Capital Providers (or, where no Investment Memorandum is produced, within 60 calendar days of signing or before the Capital Provider is approached for Binding Written Offer Terms, whichever is earlier). Where this option is selected, the total Progression Fee is higher to reflect the instalment arrangement.

The Client’s choice of payment option does not affect the likelihood of the Funding Request being successful, the way the Funding Request is reviewed, or the Funding Channel’s due diligence process.

V.Funding Channel Contribution Fee

Where the Funding Channel charges a Contribution Fee, it is set on a case-by-case basis. Certain jurisdictions or transactions may require a higher contribution due to additional AML/KYC, compliance, third-party report or due diligence requirements.

This fee covers the Funding Channel’s work in undertaking much of the due diligence required by Capital Providers, allocating a dedicated analyst, providing director-level involvement and commissioning or coordinating various third-party reports where required.

Our Dubai entity’s Progression Fee, or the relevant instalment under the Client Fee Agreement, and the Funding Channel’s Contribution Fee must both be paid before full due diligence with the Funding Channel can commence.

VI.

Completion Fees

Our Dubai entity’s Completion Fee is calculated as a percentage of the Capital Amount on two sliding scales set out in the Client Fee Agreement: one for Pure Senior Debt and a higher one for Enhanced Capital — any capital that is not Pure Senior Debt, such as mezzanine or subordinated debt, convertible loan notes, preferred or ordinary equity and joint-venture or partnership capital — reflecting the additional structuring, complexity, market access, execution work and risk involved. The applicable percentage is higher for smaller Capital Amounts and lower for larger ones, and it applies to the whole of the relevant component, not only to the amount within a band. Where the funding contains both Pure Senior Debt and Enhanced Capital, each component is banded on its own amount. The Progression Fee already paid is deducted from the Completion Fee. The Funding Channel’s Completion Fee is typically 2% of the Capital Amount.

Completion Fees are payable at Completion and deducted from completion monies where possible, with the Capital Amount adjusted to cover these fees where applicable. Where the Capital Amount is advanced in tranches, Completion Fees are normally paid pro-rata against each tranche, subject to the Client Fee Agreement.

Capital Amount (USD)Pure Senior Debt Completion FeeEnhanced Capital Completion Fee
Up to $20,000,0003.00%4.00%
Over $20,000,000 to $35,000,0002.50%3.50%
Over $35,000,000 to $60,000,0001.75%2.50%
Over $60,000,000 to $100,000,0001.25%2.00%
Over $100,000,0001.00%1.50%

A fee structure designed to align our Group with the Client through to Completion.

Other Fees and Costs

The Capital Provider may also charge a completion fee, commonly around 1%, which would be confirmed within the Binding Written Offer Terms. This would normally be added to the Capital Amount, although the Binding Written Offer Terms would confirm this.

The Client will also be responsible for its own legal fees and, where required, the Capital Provider’s legal fees after Binding Written Offer Terms have been issued. Depending on the transaction, there may also be costs associated with valuations, performance bonds, insurance, security registration or other required third-party products or services.

Important Note

All fees are subject to the final Client Fee Agreement issued by our Dubai entity, the Letter of Engagement and Indicative Terms and any relevant Funding Channel documentation and Capital Provider documentation. The fees outlined on this website are provided for general transparency and guidance only.