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The Winning LOI [Vol. 5, Issue 3, No. 79]

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In today’s issue, we review the LOI for a technology company that provides outsourced IT and cybersecurity services, helping organizations design, deploy, and manage secure network infrastructure. When the deal confidentially went to market via Axial, the business reported a revenue range of $10M – $12M and an EBITDA range of $750K – $1M.

The LOI was structured with a combination of cash, seller financing, and rollover equity. The seller note carries an 8% annual interest rate and is paid in four equal installments over years two through five following closing.

See below for Winning LOI #79’s anonymized data ⬇️

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$10M - $12M
EBITDA Range (TTM)$750K - $1M
EBITDA Margin Range7% - 10%
Key IndustriesTechnology
In-Market DateQ4 2024

Axial Deal Data
Recommendations*404
Recipients*404
# of Pursuits*33
Deal Pursuit Rate*8.17%
Winning LOI Pursuit to LOI Executed88 Days
Winning LOI Executed to Deal Closed120 Days

The LOI
Total Transaction Value$6M - $8M
EBITDA Multiple Range (TTM)8.5x - 9x
Exclusivity90 Days
Structure
➡️ Cash79% of TEV
➡️ Rollover Equity10% of TEV
➡️ Seller Note11% of TEV
➡️ Earnout

Axial Sell-Side Member Data
Member TypeM&A Advisory Firm
Total Deals Marketed on Axial2
Average Annual Deals Marketed2
Average Revenue of Deals$11,300,000
Average EBITDA of Deals$800,000

Axial Buyside Member Data
Member TypePrivate Equity Fund
Number of Acquisitions15+
Buyside Pursuit Rate*11.60%
Buyer Responsiveness Rate*85.78%



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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