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The Winning LOI [Vol. 4, Issue 11, No. 63]

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.

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In today’s issue, we review the LOI for a specialized stocking distributor serving the aerospace, defense, and industrial sectors. It offers more than 30,000 specialty hardware components—such as vibration isolators, engine mounts, and avionics hardware—to a global customer base that includes the U.S. military, airlines, space agencies, and OEMs.

The business reported a revenue range of $6M-$7M and an EBITDA range of $1M-$2M when the deal confidentially went to market via Axial. The deal was sent to 188 of the 211 buyer recommendations, with 32 Axial buyside members pursuing the deal, resulting in a pursuit rate of ~17%.

The LOI was structured as a combination of cash and seller financing. The seller financing has a 10-year term with a 7.5% annual interest rate, interest-only accrual for the first 24 months, quarterly payments thereafter, and a balloon payment due 60 months after closing.

See below for Winning LOI #63’s anonymized data ⬇️


The Deal
Deal TypeChange of Control
Revenue Range (TTM)$6M - $7M
EBITDA Range (TTM)$1M - $2M
EBITDA Margin Range20% - 25%
Key IndustriesTransportation, Distribution
In-Market DateQ4 2022

Axial Deal Data
Recommendations*211
Recipients*188
# of Pursuits*32
Deal Pursuit Rate*17.02%
Winning LOI Pursuit to LOI Executed224 Days
Winning LOI Executed to Deal Closed186 Days

The LOI
Purchase Price Range$5M - $6M
EBITDA Multiple Range (TTM)3.5x - 3.75x
Exclusivity90 Days
Structure
➡️ Cash80% of TEV
➡️ Rollover Equity
➡️ Seller Note20% of TEV
➡️ Earnout

Axial Sell-Side Member Data
Member TypeInvestment Bank
Total Deals Marketed on Axial13
Average Annual Deals Marketed2
Average Revenue of Deals$16,751,750
Average EBITDA of Deals$3,291,750

Axial Buyside Member Data
Member TypeIndividual Investor
Number of Acquisitions1
Buyside Pursuit Rate*8.61%
Buyer Responsiveness Rate*59.12%


Definitions: 

*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, also known as a “buyer match.”

*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 buyside firms invited to evaluate the deal

*Buyside Pursuit Rate: The buyside “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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