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The Winning LOI [Vol. 4, Issue 12, No. 64]

In today’s issue, we review the winning LOI for an Industrials company that specializes in importing and distributing high-end natural and engineered stone sourced from around the world. The business serves architects, designers, and builders, offering personalized service, curated inventory, and multiple showroom locations.

The business reported a revenue range of $40M-$45M and an EBITDA range of $5M-$7M when the deal confidentially went to market via Axial in Q1 2024. Of the 255 recommended buyers, the deal was sent to 108, with 14 Axial buyside members pursuing the opportunity, yielding a pursuit rate of ~13%.

The LOI was structured as a combination of cash at close and a one-year performance-based earnout tied to achieving a predefined EBITDA target. If the full earnout is realized, the resulting EBITDA multiple for the transaction will range between 6x-6.5x.

For a deep dive into current trends and active players in the Industrials space, check out Axial’s newly released Industry Top 50.

See below for Winning LOI #64’s anonymized data ⬇️


The Deal
Deal TypeChange of Control
Revenue Range (TTM)$40M - $45M
EBITDA Range (TTM)$5M - $7M
EBITDA Margin Range12% - 15%
Key IndustriesIndustrials, Distribution
In-Market DateQ1 2024

Axial Deal Data
Recommendations*255
Recipients*108
# of Pursuits*14
Deal Pursuit Rate*12.96%
Winning LOI Pursuit to LOI Executed291 Days
Winning LOI Executed to Deal Closed107 Days

The LOI
Purchase Price Range$30M - $35M
EBITDA Multiple Range (TTM)6x - 6.5x
Exclusivity90 Days
Structure
➡️ Cash82% of TEV
➡️ Rollover Equity
➡️ Seller Note
➡️ Earnout18% of TEV

Axial Sell-Side Member Data
Member TypeInvestment Bank
Total Deals Marketed on Axial13
Average Annual Deals Marketed1
Average Revenue of Deals$41,122,500
Average EBITDA of Deals$10,046,667

Axial Buyside Member Data
Member TypePrivate Equity
Number of Acquisitions11
Buyside Pursuit Rate*7.19%
Buyer Responsiveness Rate*63.56%


Definitions: 

*Recommendations: Axial sell-side members receive a matching set of buyside members for every deal they manage via Axial. A buyside recommendation refers to a specific buyside Axial member who matches a particular deal, also known as a “buyer match.”

*Recipient: A recipient is a buyside member who has been granted access by an Axial sell-side member to review a particular deal.

*Pursuit: Axial buyside members express initial interest in a deal by clicking “Pursue”, after which they can access and sign the NDA.

*Deal Pursuit Rate: The deal “Pursuit Rate” is defined as the number of times a particular deal is pursued by unique buyside members (i.e. the buyer shows explicit interest in exploring the deal) divided by the total number of buyside firms invited to evaluate the deal

*Buyside Pursuit Rate: The buyside “Pursuit Rate” is defined as the number of deals pursued by a particular buyer throughout an entire Axial membership term, divided by the total number of deals sourced during the same timeframe.

*Buyside Responsiveness Rate: The buyside “Responsiveness Rate” is defined as the rate at which a member responds to teaser shares within 5 days. The calculation initiates when a member has a minimum of 10 teasers and is calculated based on the member’s last 100 teasers received.


Disclosures: All data presented in The Winning LOI is anonymized to respect and protect the confidentiality of Axial members and their transactions. Data is provided to Axial by Axial members in accordance with the Axial Member Terms of Service. Axial has endeavored to present data accurately, but Axial does not and cannot fully verify the accuracy of the presented information. Information contained in The Winning LOI is for informational purposes only and does not represent investment advice or recommendations of any kind.

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