The Winning LOI [Vol. 5, Issue 20, No. 96]
In today’s issue, we review the winning LOI for a commercial printing company. The business provides printing, direct mail, and…
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In today’s issue, we review the LOI for a cybersecurity services provider. The company delivers managed cybersecurity and compliance solutions for organizations in highly regulated industries.
When the deal was confidentially brought to market via Axial in Q4 2025, the business reported revenue of $3M-$4M and EBITDA of $.5M-$1M. The winning LOI was executed 96 days after pursuit and successfully closed 78 days later.
The transaction was structured using a combination of cash at close, rollover equity, and performance-based earnout. The earnout is structured over three years and is contingent upon the company’s achievement of predetermined business growth targets.
See below for Winning LOI #97’s anonymized data ⬇️
| The Deal | |
|---|---|
| Deal Type | Change of Control |
| Revenue Range (TTM) | $3M - $4M |
| EBITDA Range (TTM) | $.5M - $1M |
| EBITDA Margin Range | 25% - 30% |
| Key Industries | Technology |
| In-Market Date | Q4 2025 |
| Axial Deal Data | |
|---|---|
| Recommendations* | 1,573 |
| Recipients* | 877 |
| # of Pursuits* | 68 |
| Deal Pursuit Rate* | 7.75% |
| Winning LOI Pursuit to LOI Executed | 96 Days |
| Winning LOI Executed to Deal Closed | 78 Days |
| The LOI | |
|---|---|
| Total Transaction Value | $12M - $14M |
| EBITDA Multiple Range (TTM) | 13x - 13.25x |
| Exclusivity | 45 Days |
| Structure | |
| ➡️ Cash | 58% of TEV |
| ➡️ Rollover Equity | 20% of TEV |
| ➡️ Seller Note | ❌ |
| ➡️ Earnout | 22% of TEV |
| Axial Sell-Side Member Data | |
|---|---|
| Member Type | M&A Advisory Firm |
| Total Deals Marketed on Axial | 3 |
| Average Annual Deals Marketed | 1 |
| Average Revenue of Deals | $13,418,500 |
| Average EBITDA of Deals | $1,335,000 |
| Axial Buyside Member Data | |
|---|---|
| Member Type | Corporation |
| Number of Acquisitions | 1 |
| Buyside Pursuit Rate* | 13.57% |
| Buyer Responsiveness Rate* | 95.71% |
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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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