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The Winning LOI [Vol. 2, Issue 2, No. 5]


Welcome to Issue #5 of The Winning LOI, the Axial newsletter that reveals the key M&A valuation data and deal attributes of winning LOIs in the world of American Small Business M&A.

Sign up for the Winning LOI here. Have a confidential LOI? email us at: [email protected].

In this issue, we dive into the M&A valuation data and key M&A deal terms for a natural gas measurement business doing between $7 – 7.5M in revenue and between $1 1-.25M in TTM EBITDA. The deal was confidentially sourced in 2021 via Axial, and the acquirer consummated the transaction in 2022. 

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$7M - $7.5M
EBITDA Range (TTM)$1 - $1.5M
EBITDA Margin Range12% - 15%
Key IndustriesOil & Gas
In-Market DateQ4 2021

Axial Deal Data
# of Pursuits*8
Deal Pursuit Rate*4.6%
Total Days in Market218 Days
Winning LOI Executed to Deal Closed169 Days

Total Enterprise Value Range$6M - 6.5M
EBITDA Multiple Range (TTM) 6x - 6.25x
Exclusivity90 Days
➡️ Cash92% of TEV
➡️ Seller Note
➡️ Earnout
Noteworthy Elements of the LOIBuyer will not assume any liabilities, debt, capitalized lease obligations, accounts payable, or contracts of seller except for those included at closing

Axial Sell-Side Member Data
Member TypeInvestment Bank
Total Deals Marketed on Axial8
Average Annual Deals Marketed1
Average Revenue of Deals$15,174,023
Average EBITDA of Deals$1,677,936

Axial Buyside Member Data
Member TypeCorporation
Number of Acquisitions6
Buyside Pursuit Rate*8.52%
Buyer Responsiveness Rate*77%



*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

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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