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The Winning LOI [Vol. 2, Issue 5, No. 8]


Welcome to Issue #8 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 unpack the M&A valuation data and key LOI deal terms of a manufacturer of air filters for healthcare, industrial, and automotive OEMs. This deal did not close after the signed LOI. The seller elected not to sell the company during the exclusivity period. For additional context and data around 2022 dead deals and broken LOIs, take a look at this recent Axial survey and analysis.

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$3M - $3.5M
EBITDA Range (TTM)$750K - $1M
EBITDA Margin Range30% - 33%
Key IndustriesFilter Manufacturing
In-Market DateQ2 2022

Axial Deal Data
# of Pursuits*24
Deal Pursuit Rate*14.20%
Winning LOI Pursuit to LOI Executed97 Days
Winning LOI Executed to Deal Closedn/a - Seller backed out

Total Enterprise Value Range$3M - 3.5M
EBITDA Multiple Range (TTM) 3.5x - 3.75x
Exclusivity45 Days
➡️ Cash92% of TEV
➡️ Seller Note
➡️ Earnout

Axial Sell-Side Member Data
Member TypeBusiness Broker
Total Deals Marketed on Axial78
Average Annual Deals Marketed6
Average Revenue of Deals$5,219,620
Average EBITDA of Deals$879,332

Axial Buyside Member Data
Member TypeIndependent Sponsor
Number of Acquisitions2
Buyside Pursuit Rate*12.76%
Buyer Responsiveness Rate*98%


*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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