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The Winning LOI [Vol. 2, Issue 6, No. 9]


Welcome to Issue #9 of The Winning LOI, the Axial newsletter that anonymously unpacks the small business M&A valuation data and key deal terms associated with winning LOIs.

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Sponsorship inquiries: [email protected]

In this issue, we look at an Eastern U.S. add-on transaction in the Behavioral Health M&A category. Acquired by a strategic buyer, the business generated between $2M – 2.5M in 2020 revenue and between $500K – 750K of adjusted EBITDA. The deal went to market in Q4 of 2021. The strategic buyer pursued the deal within 24 hours, took the deal under exclusivity 48 days later, and closed the deal 134 days after the LOI was signed. 

Are you acquiring or exiting in Behavioral Health? Explore Axial

See below for the anonymized fully-tabulated Winning LOI data set ⬇️

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$2M - $2.5M
EBITDA Range (TTM)$500K - $750K
EBITDA Margin Range22% - 25%
Key IndustriesBehavioral and Mental Healthcare Services
In-Market DateQ4 2021

Axial Deal Data
# of Pursuits*5
Deal Pursuit Rate*13.51%
Winning LOI Pursuit to LOI Executed48 Days
Winning LOI Executed to Deal Closed134 Days

Total Enterprise Value Range$2M - 2.5M
EBITDA Multiple Range (TTM) 4.25x - 4.5x
Exclusivity90 Days
➡️ Cash78% of TEV
➡️ Seller Note
➡️ Earnout
Noteworthy elements of the Winning LOITransfer of Private Patients: Prior to closing, the sellers will transfer all of their respective private patients to the practice for no additional consideration to be paid by the buyer. For one year following the close, sellers will receive a quarterly bonus payment equal to 50% of the practice's hourly billings revenue from their respective private patiences.

Axial Sell-Side Member Data
Member TypeM&A Advisory Firm
Total Deals Marketed on Axial21
Average Annual Deals Marketed2
Average Revenue of Deals$3,493,077
Average EBITDA of Deals$305,117

Axial Buyside Member Data
Member TypeCorporation
Number of Acquisitions4
Buyside Pursuit Rate*5.09%
Buyer Responsiveness Rate*100%


*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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