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The Winning LOI [Vol. 5, Issue 11, No. 87]

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In today’s issue, we review the LOI for an industrial services company that provides warranty and maintenance services to homebuilders and commercial property owners. Supported by long-standing institutional relationships and consistent service demand, the company has established a durable position within a fragmented market.

The LOI was structured using a combination of cash and seller financing, with 72% paid in cash at closing and 28%  in seller notes. The seller notes are split into two components: 14% of TEV maturing two years after close and 14% maturing five years after close. Both notes are subordinated to senior debt and subject to lender restrictions, with repayment timing potentially deferred.

See below for Winning LOI #87’s anonymized data ⬇️

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$17M - $20M
EBITDA Range (TTM)$3M - $4M
EBITDA Margin Range15% - 20%
Key IndustriesIndustrials
In-Market DateQ4 2024

Axial Deal Data
Recommendations*129
Recipients*120
# of Pursuits*49
Deal Pursuit Rate*40.83%
Winning LOI Pursuit to LOI Executed102 Days
Winning LOI Executed to Deal Closed113 Days

The LOI
Total Transaction Value$13M - $15M
EBITDA Multiple Range (TTM)4.5x - 4.75x
Exclusivity120 Days
Structure
➡️ Cash72% of TEV
➡️ Rollover Equity
➡️ Seller Note28% of TEV
➡️ Earnout

Axial Sell-Side Member Data
Member TypeM&A Advisory Firm
Total Deals Marketed on Axial13
Average Annual Deals Marketed1
Average Revenue of Deals$11,731,667
Average EBITDA of Deals$1,798,417

Axial Buyside Member Data
Member TypePrivate Equity Fund
Number of Acquisitions40+
Buyside Pursuit Rate*6.87%
Buyer Responsiveness Rate*76.84%



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.


Axial is the trusted deal platform serving the lower middle market ($2.5-$250M TEV).

Over 3,500 advisory firms and 3,000 corporate and financial buyers have joined Axial to efficiently connect with relevant capital partners, source actionable deals, and build new relationships.

Visit the Member Closed Deals page to see selected transactions that have been sourced and closed via Axial.

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