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The Winning LOI [Vol. 2, Issue 1, No. 4]


Welcome to Issue 4 of The Winning LOI, the Axial newsletter that shines a light on the key data attributes of winning LOIs in the land of Small Business M&A.

Sign up for the Winning LOI newsletter here. Have ideas? Email us at: [email protected].

In this issue, we dive into the M&A valuation data and key M&A deal terms for a branded niche e-commerce retailer. The vast majority of this business’ revenue and EBITDA was generated online, but the business also operates a single location retail shop in the southwestern United States. The business went to market in Q2 2021 and was generating between $5.5 – 6M in revenue and between$3.25 – 3.5M in TTM EBITDA at the time of the Winning LOI bid.

The Deal
Deal TypeChange of Control
Revenue Range (2021)$5.5M - $6M
EBITDA Range (2021)$3.25M - $3.5M
EBITDA Margin Range56% - 60%
Key IndustriesTechnology, Retail
In-Market DateQ2 2021

Axial Deal Data
# of Pursuits*15
Deal Pursuit Rate*15.63%
Total Days in Market210 Days
Winning Pursuit to Deal Closed209 Days

Total Enterprise Value Range$25M - $25.5M
EBITDA Multiple Range (2021) 7.5x - 7.75x
Exclusivity45 Days
➡️ Cash86% of TEV
➡️ Rollover Equity9% of TEV
➡️ Seller Note
➡️ Earnout
Noteworthy Elements of the Winning LOINon-equity owners of management invited, but not required, to invest alongside buyer

Axial Sell-Side Member Data
Member TypeInvestment Bank
Total Deals Marketed on Axial179
Average Annual Deals Marketed13
Average Revenue of Deals$22,448,104
Average EBITDA of Deals$3,022,871

Axial Buyside Member Data
Member TypeIndependent Sponsor
Number of Acquisitions3
Buyside Pursuit Rate*17.3%
Buyer Responsiveness Rate*74%

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.


*Buyside 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.

*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 buy-side firms invited to evaluate the deal

*Buyside Pursuit Rate: The buy-side “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

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