The Winning LOI [Vol. 5, Issue 19, No. 95]

In today’s issue, we review the winning LOI for a digital marketing services business specializing in lead generation, marketing automation, CRM optimization, and customer engagement solutions.

When the deal was confidentially brought to market via Axial in Q3 2025, the company reported revenue of $20M-$25M and EBITDA of $3M-$5M. A private equity fund executed the winning LOI 114 days after pursuit and closed the transaction 118 days later.

The transaction was structured with a combination of cash at close, rollover equity, and a performance-based earnout, with key members of management reinvesting a meaningful portion of their proceeds into the acquiring entity. The earnout consists of a one-time payment contingent upon the company’s achievement of predetermined EBITDA targets. If the earnout is fully realized, the resulting EBITDA multiple would range between 5.75x and 6x.

See below for Winning LOI #95’s anonymized data ⬇️

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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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Over 3,500 advisory firms and 3,000 corporate and financial buyers have joined Axial to efficiently connect with relevant capital partners, source actionable deals, and build new relationships.

Visit the Member Closed Deals page to see selected transactions that have been sourced and closed via Axial.

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