Menu

The Middle Market Review Insights on the Middle Market.

Subscribe Subscribe

Subscribe Today

I want to receive:

Thanks for subscribing!

The Winning LOI [Vol. 5, Issue 13, No. 89]

Tags

In today’s issue, we review the LOI for a refrigerated trucking and storage company providing temperature-controlled logistics for perishable goods. The business operates its own fleet and facilities to ensure reliable, end-to-end service. When the deal confidentially went to market via Axial in Q1 2025, the business reported a revenue range of $15M–$18M and an EBITDA range of $3M–$4M.

The LOI was structured using a combination of cash, seller financing, rollover equity, and a performance-based earnout. The seller note has a five-year term at an annual interest rate of 6.25% with quarterly interest payments. The earnout is structured as a one-time payment contingent on the business achieving a pre-determined EBITDA target for the 2026 fiscal year, with payment due 18 months post-close if achieved.

See below for Winning LOI #89’s anonymized data ⬇️

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$15M - $18M
EBITDA Range (TTM)$3M - $4M
EBITDA Margin Range22% - 25%
Key IndustriesTransportation
In-Market DateQ1 2025

Axial Deal Data
Recommendations*528
Recipients*524
# of Pursuits*38
Deal Pursuit Rate*7.25%
Winning LOI Pursuit to LOI Executed92 Days
Winning LOI Executed to Deal Closed252 Days

The LOI
Total Transaction Value$13M - $15M
EBITDA Multiple Range (TTM)3.75x - 4x
Exclusivity105 Days
Structure
➡️ Cash78% of TEV
➡️ Rollover Equity5% of TEV
➡️ Seller Note14% of TEV
➡️ Earnout3% of TEV

Axial Sell-Side Member Data
Member TypeInvestment Bank
Total Deals Marketed on Axial14
Average Annual Deals Marketed2
Average Revenue of Deals$15,578,538
Average EBITDA of Deals$3,046,231

Axial Buyside Member Data
Member TypeIndividual Investor
Number of Acquisitions1
Buyside Pursuit Rate*17.94%
Buyer Responsiveness Rate*87.52%



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.

Learn More      Become a Member

Learn More About Joining Axial

Request Information

Subscribe to Middle Market Review

Subscribe to Middle Market Review

Subscribe Today

I want to receive:
Subscribe

Thanks for subscribing!

Template