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The Winning LOI [Vol. 3, Issue 1, No. 28]


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 feature a Change of Control deal within the Industrials sector that went to market in Q1 2023. The company boasted an impressive EBITDA Margin of 68.75%, with revenues in the $1.5M – $1.75M range, and EBITDA between $1M and $1.25M. The LOI featured a handful of creative components, such as a $1.2M earn out and $300,000 in rollover equity.

See below for Winning LOI #28’s anonymized data ⬇️

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$1.5M - $1.75M
EBITDA Range (TTM)$1M - $1.25M
EBITDA Margin Range67% - 70%
Key IndustriesIndustrials
In-Market DateQ1 2023

Axial Deal Data
# of Pursuits*7
Deal Pursuit Rate*3.80%
Winning LOI Pursuit to LOI Executed39 Days
Winning LOI Executed to Deal Closed151 Days

Total Enterprise Value (TEV) Range$3M - $3.5M
EBITDA Multiple Range (TTM) 2.75x - 3x
Exclusivity75 Days
➡️ Cash90% of TEV
➡️ Rollover Equity10% of TEV
➡️ Seller Note
➡️ Earnout

Axial Sell-Side Member Data
Member TypeBusiness Broker
Total Deals Marketed on Axial183
Average Annual Deals Marketed43
Average Revenue of Deals$4,322,588
Average EBITDA of Deals$999,179

Axial Buyside Member Data
Member TypePrivate Equity
Number of Acquisitions37
Buyside Pursuit Rate*15.82%
Buyer Responsiveness Rate*67.91%


*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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