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The Winning LOI [Vol. 2, Issue 24, No. 27]

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Welcome to the latest issue of The Winning LOI, the Axial newsletter that anonymously reveals small business M&A valuation data and certain key deal terms associated with winning LOIs.

Sign up to receive The Winning LOI newsletter here.


In this issue, we take a look into the M&A valuation data and key LOI deal terms for a consulting services company. The company reported a revenue range of $12.5M – $13M and an EBITDA range of $2.5M – $3M when the deal confidentially went to market via Axial in Q3 2021. The deal spent over 600 days in market before the Winning LOI was executed, successfully closing in Q3 of 2023.

We took a look at the M&A deal activity for Consulting Services on the Axial platform over the last 12 months. Here is the breakdown:

See below for Winning LOI #27’s anonymized data ⬇️


The Deal
Deal TypeChange of Control
Revenue Range (TTM)$12.5M - $13M
EBITDA Range (TTM)$2.5M - $3M
EBITDA Margin Range20% - 25%
Key IndustriesBusiness Services
In-Market DateQ3 2021

Axial Deal Data
Recommendations*373
Recipients*373
# of Pursuits*39
Deal Pursuit Rate*10.46%
Winning LOI Pursuit to LOI Executed106 Days
Winning LOI Executed to Deal Closed149 Days

The LOI
Total Enterprise Value (TEV) Range$11M - $11.5M
EBITDA Multiple Range (TTM) 4x - 4.5x
Exclusivity60 Days
Structure
➡️ Cash65% of TEV
➡️ Rollover Equity35% of TEV
➡️ Seller Note❌
➡️ Earnout✅

Axial Sell-Side Member Data
Member TypeInvestment Bank
Total Deals Marketed on Axial14
Average Annual Deals Marketed2
Average Revenue of Deals$9,443,508
Average EBITDA of Deals$1,563,846

Axial Buyside Member Data
Member TypeFamily Office
Number of Acquisitions2
Buyside Pursuit Rate*23.10%
Buyer Responsiveness Rate*94.84%


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.

*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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