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The Winning LOI [Vol. 3, Issue 8, No. 35]


Welcome to the 35th 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.

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In this issue, we examine the M&A valuation data and key LOI deal terms for a Business Services deal. When the deal confidentially went to market via Axial in Q1 2023, the company reported a revenue range of $15M – $17M and an EBITDA range of $2M – $3M. The deal spent 145 days in market before the Winning LOI was executed and successfully closed 140 days later.

Last quarter, 192 Business Services deals came to market via Axial, accounting for 7.58% of the total deal flow for the quarter. The deal from today’s Winning LOI yielded a 13.90% pursuit rate, 5.5% higher than the average Business Services pursuit rate for deals in the $1m – $3M EBITDA range.

To review the complete top-of-the-funnel breakdown of the deal activity occurring on Axial’s platform last quarter, check the latest issue of The SMB M&A Pipeline.

Looking to exit your business? Find an advisor you can trust.

See below for Winning LOI #35’s anonymized data ⬇️

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$15M - $17M
EBITDA Range (TTM)$2M - $3M
EBITDA Margin Range18% - 21%
Key IndustriesBusiness Services
In-Market DateQ1 2023

Axial Deal Data
# of Pursuits*41
Deal Pursuit Rate*13.90 %
Winning LOI Pursuit to LOI Executed145 Days
Winning LOI Executed to Deal Closed140 Days

Total Enterprise Value (TEV) Range$9M - $11M
EBITDA Multiple Range (TTM) 3.5x - 4x
Exclusivity60 Days
➡️ Cash77% of TEV
➡️ Seller Note23% of TEV
➡️ Rollover Equity
➡️ Earnout

Axial Sell-Side Member Data
Member TypeBusiness Broker
Total Deals Marketed on Axial39
Average Annual Deals Marketed3
Average Revenue of Deals$2,567,152
Average EBITDA of Deals$464,799

Axial Buyside Member Data
Member TypeSearch Fund
Number of Acquisitions1
Buyside Pursuit Rate*23.61%
Buyer Responsiveness Rate*79.86%


*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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