The Winning LOI [Vol. 5, Issue 12, No. 88]

In today’s issue, we review the LOI for a marketing and advertising firm that helps brands grow retail sales through data-driven strategy, branding, and digital campaigns.

When the deal confidentially went to market via Axial in Q2 2025, the business reported revenue of $11M–$12M and EBITDA of $1.5M–$2.0M.

The LOI was structured using a combination of cash, rollover equity, and a performance-based earnout.

The earnout is structured over two years and is contingent on the business meeting or exceeding both pre-determined EBITDA and revenue benchmarks in each period. If the performance targets are achieved, the earnout represents approximately 49% of the total consideration.

See below for Winning LOI #88’s anonymized data ⬇️

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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