What Is Private Capital Advisory? Roles, Sides and Fees

Private capital advisory is advice on raising or trading private capital, and the term covers two different jobs. At a bank such as Evercore it's the fund side of the bank, which advises fund managers on stake sales and fundraising.

At an independent firm such as spectup it also covers raising equity or debt for a company, and commitments for a fund.

What is private capital advisory?

The term has two readings, and a proposal that uses it can mean either. Evercore, for one, runs a fund-side business line in which a secondaries team advises financial sponsors and a separate private funds group handles primary capital and placement for select private fund sponsors. That's the bank reading, and it covers the fund side only.

spectup uses the term for the capital side of its work, which this guide breaks into six jobs. Buying or selling a whole company is M&A, a separate service with its own page, and it isn't one of the six.

Three of the six are company jobs: growth equity, private debt and company share sales. The other three are fund jobs: fund placement, LP-led secondaries and GP-led secondaries. Figure 1 places them by who the client is and what changes hands.

Placement alone has its own title, private placement agent. When you compare private capital advisory firms, check the reading first: a bank's fund-side desk and a firm raising for a company aren't quoting for the same job.

What does private capital advisory do for a company?

A company comes to an advisor for equity from investors who take a stake, for debt from lenders who don't, or for both in one structure. Its shareholders come to sell shares. At mid-market scale the capital comes from private funds and institutions outside the public markets.

A 2024 Federal Reserve note put private credit at nearly $1.7 trillion, typically lent to middle-market firms with annual revenue of $10 million to $1 billion.

The company-side work comes down to three jobs:

• Growth equity. A minority or majority round from growth funds, private equity firms and family offices, for a company that has revenue and knows what the money buys.

• Private debt. Senior debt, unitranche or mezzanine, taken to several lenders at once so their term sheets can be set side by side.

• Company share sale. Existing holders, such as employees, early shareholders or funds, sell shares in a private company to an incoming investor or an acquirer. The work is preparing the position and finding the buyer.

What the client gets is the same in each: an equity story and materials, a targeted list of investors, lenders or buyers, introductions, and support through to the close. spectup arranges private debt inside a raise or as an engagement of its own. It doesn't lend, and the borrower engages and pays it.

Running equity and debt in one process pays because each changes the other's terms: the more debt a company carries, the less equity it needs, and lenders size a loan against the equity beneath it. In all three jobs the client and its counsel do the negotiating, and spectup prepares them beforehand.

What does it do for a fund?

Funds buy private capital advice for two reasons: to raise a new vehicle and to sell something they already hold.

Fund placement raises a manager's next vehicle, a continuation fund or a co-invest sleeve from LPs. In an LP-led secondary, a limited partner sells its fund interest to another investor, and spectup prepares the position and finds the acquirer. In a GP-led secondary, a manager moves assets into a new vehicle, usually a continuation fund, and the existing holders choose to sell or roll.

A placement engagement builds the LP list, prepares the fund's private placement memorandum and deck, and prepares the manager for the LP meetings through to the close. spectup takes vehicles of $50M or more.

Two bank desks count the same market and reach different totals. In 2025 Jefferies puts global secondary volume at $240B, with LP-led sales at $125B and GP-led deals at $115B, while Lazard estimates $233B, with $117B LP-led and $116B GP-led.

Jefferies and Lazard sit $7B apart for the same year, so one desk's figure doesn't settle the size of the market.

Private capital advisory vs investment banking: how does a coverage team differ?

At a bank, a private capital advisory group is a desk of the investment bank, serving the bank's fund and sponsor clients. An independent firm sits outside a bank, is engaged by one side of a transaction and is paid by that side.

Private capital advisory vs investment banking also differs in coverage: a coverage banker holds the relationship with a client over years and routes it to the desk that fits, whether M&A, financing, capital markets or, for funds, the fund advisory desk. A company that wants one relationship across years of products gets it from a coverage team. An independent firm works from the other end, for one outcome: a raise, a placement or a sale.

Is a placement agent the same as a private capital advisor?

A placement agent raises capital from investors for one client. In fund markets the title usually means raising a manager's fund from LPs, and the write-up on the placement agent in private equity covers that slice in full. The field is wider, because it also covers companies, debt and secondaries.

4 columns. Drag the table sideways; the first column stays put.

For a manager with one fund to raise and nothing else on the list, the narrower title is enough. A company with equity and debt on the same timetable needs the wider scope, because the narrower title doesn't cover debt.

How do private capital advisory fees work?

Advisors in this field are paid in two parts: a retainer paid monthly during the work, and a success fee when capital is placed or the transaction closes. At spectup the second part is one fee at the close, due once the capital has reached the client. If nothing closes, the retainers are the whole cost.

In the US, pay that depends on the outcome or size of a deal is one of the questions the SEC's broker-dealer guide uses to decide whether a person must register as a broker-dealer. spectup isn't a registered broker-dealer, and its US activity runs through a chaperoning arrangement with one under SEC Rule 15a-6.

On the fund side, ILPA's Principles 3.0 say the manager should carry the placement agent's fee, while the fund carries placement expenses.

Four things belong in any fee agreement before it's signed:

1. The tail. How long after the engagement ends the advisor can still claim a fee on investors it introduced.

2. The introductions. What counts as one: an investor the advisor named in writing, or any investor it spoke to.

3. No close. Which fees are due if nothing closes, and whether the retainer is credited against a later fee.

4. The payer. Who bears the fee and the expenses: the manager, the fund or the company.

spectup has no proprietary products, no fund affiliations and no distribution agreements, and is paid by the engaging side only.

When a company or fund needs a private capital advisor, and when it doesn't

I'd hire an advisor when one of these five holds. Three apply to a company:

• The round is larger than the existing investor network can fill, so the list has to come from outside it and someone has to build it.

• Debt is part of the plan, and lenders and equity investors need to see one set of numbers.

• The team can't run an investor process next to the business, and the business suffers while it tries.

Two apply to a fund:

• The next fund needs LPs outside the existing base, and a manager without those relationships starts every conversation cold.

• An LP wants out, and a secondary sale is cleaner than a negotiated exit with the manager.

An LP that sells takes less than its manager's reported value: Jefferies puts average LP portfolio pricing for 2025 at 87% of net asset value, 200 basis points below 2024.

Skip the advisor when there's no defined use of proceeds, because the first thing any investor asks is what the money buys. A deadline of a few weeks doesn't fit a process that runs for months.

If the amount, the use of proceeds and the date are all open, the first piece of work is the equity story or the fund pitch, and the team can prepare that before it engages anyone.

How spectup runs an engagement

spectup's private capital advisory work starts with one client. A company or a fund engages spectup and pays it, and spectup brings the other side to the table. Behind that stands a track record of $760M+ advised, raised or placed.

The investor list draws on three layers: 440+ allocators spectup has closed transactions with, 2,500+ investors and LPs it has met alongside clients, and the LP books of 30+ partner firms.

spectup drafts the materials, including the private placement memorandum, and securities counsel reads its legal and regulatory sections. It builds the targeted list, opens the conversations and supports the investors' diligence. The client and its counsel do the negotiating, and spectup prepares them for the sessions.

Raising for a company takes 5 to 8 months from engagement to close. Placing a fund takes 8 to 12 months, depending on the size of the raise, and the stages overlap.

Choosing a private capital advisor: what to ask before you sign

Put these five questions to every one of the private capital advisory firms on the shortlist:

1. Which side do you work for, and will you ever work for the other?

2. Who pays you, and when does each payment fall due?

3. What does the tail cover, and for how long?

4. Who are the introductions, and how are they counted?

5. What do we still have to do ourselves?

Write the answers next to each other before you decide. If you're raising for a company or a fund, ask spectup all five in a first conversation.