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The Winning LOI [Vol. 2, Issue 4, No. 7]


Welcome to Issue #7 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.

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Sponsorship inquiries: [email protected]

In this issue, we dive into the M&A valuation data and key deal terms of an adhesives manufacturing company. The deal was confidentially sourced in Q1 2022 via Axial, generating between $24 – 24.5M in revenue and between $2.75 – 3M in TTM EBITDA at the time of the Winning LOI bid. The acquirer consummated the transaction within four months of executing the winning LOI.

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$24M - $24.5M
EBITDA Range (TTM)$2.75M - $3M
EBITDA Margin Range10% - 13%
Key IndustriesIndustrial Manufacturing
In-Market DateQ1 2022

Axial Deal Data
# of Pursuits*73
Deal Pursuit Rate*33.33%
Winning LOI Pursuit to LOI Executed192 Days
Winning LOI Executed to Deal Closed119 Days

Total Enterprise Value Range$18M - 18.5M
EBITDA Multiple Range (TTM) 6x - 6.25x
Exclusivity60 Days
➡️ Cash75% of TEV
➡️ Seller Note
➡️ Earnout
Noteworthy elements of the Winning LOIEstablishment of an equity incentive pool under which 7.5% of the fully-diluted common equity on Holdings would be awarded to key member of the management team over time as determined by the parties. Awards would vest over a five (5) year period and would reflect the ownership percentage of excess distributions after the return of invested equity plus an 8% preferred return.

Axial Sell-Side Member Data
Member TypeM&A Advisory Firm
Total Deals Marketed on Axial2
Average Annual Deals Marketed1
Average Revenue of Deals$20,090,000
Average EBITDA of Deals$2,555,000

Axial Buyside Member Data
Member TypePrivate Equity
Number of Acquisitions7
Buyside Pursuit Rate*10.36%
Buyer Responsiveness Rate*96%


*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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