Understanding Seller Notes in M&A: Insights from 100 LOIs
A seller note is a form of seller financing in which the seller of a business agrees to defer a…
The Middle Market Review Insights on the Middle Market.
Thanks for subscribing!
In lower middle market M&A, the teaser is often the first introduction a potential buyer has to a company. This brief document provides an overview of the business while keeping its identity anonymous, helping buyers quickly assess if there’s potential alignment.Â
A strong teaser captures attention and communicates essential information clearly and concisely. To understand more, we surveyed Axial’s buyside members, gathering firsthand insights from investors and acquirers on the most beneficial information to include – and common mistakes to avoid – when building an effective teaser.
Today’s feature was assembled by compiling the survey results, and we are grateful to all the Axial members who contributed and provided useful color on this topic!
The Basics
What is the ideal length of an investment teaser?
What are the integral pieces to include in an investment teaser?
Select all that apply
Are there other pieces that should be included?
| Additional Information To Consider Including |
|---|
| The seller's commitment to staying on post close and the seller's reason for exit. Mitch Brownell, Sleeping Giant Capital |
| Why now? What makes the TargetCo so compelling to buy? Strengths and weaknesses of the management team/founders. Antonio A. Arias, ALAMidas Capital Partners |
| Percentage of revenue that is recurring or re-occurring. Gross margin and customer retention rate. Jay Jung, Embarc Advisors |
| Understanding why the business is being sold. Having an asking price or expected multiple range helps cut to the chase. Marc Weinberger, Lime Investors |
| Reason for sale, number of employees, establishment date, etc. Pratik Raimugia, Individual Investor |
How important are charts/visuals in an investment teaser?
83% of surveyed members consider charts & visuals either somewhat or always important
Do you have a desired format for investment teasers?
The Content
How many years of historical financials would you like to see?
95.6% of surveyed members prefer 3 or more years of historical financials
How many years of projected financials would you like to see?
42.6% of surveyed members prefer 3 years of projections
Are there ways you can decipher cultural fit through an investment teaser?
| Cultural Fit |
|---|
| Yes, for instance, a founder led business will have a different culture than a business which has put in a professional management team. Discerning location, type of workforce, and tenure will also help to tell the story. Phil Lynch, Amaglam Capital, LLC |
| Yes - include average employee tenure and length of key leader tenure. Ask if there is an employee engagement survey. Mitch Brownell, Sleeping Giant Capital |
| Not especially. Financials and possible economic fit matter more at first anyway. Sean Quinn, Bowstring |
| We utilize the "motivation to sell" section to see if management's ideal transition strategy matches our core investment philosophy. Alexander Kinnaird, Kepler Capital Corporation |
| Including age of the firm, age of owner, and tenure of employees. Kaden Hill, Elektroni |
| Not really. Culture is critically important for any successful transaction but too subtle and nuanced to convey in a short document intended to garner interest in a business for sale. Neil Schaefer, Auricle Capital |
| Approach to leadership/management, how the management team is established, and the owner's day-to-day role. David Bradley, Bbg, Inc. |
| Hard to do - often just depends on the nature of the industry. It is encouraging when a "Strong culture" is mentioned with a retiring founder/ CEO. Paul Vidal, Kingsway Financial |
What are the most common misses you see in investment teasers?
| Common Teaser Mistakes |
|---|
| If you mention the total addressable market, you've lost me. Not mentioning the current owners preferred deal structure, or whether they would like to remain in the business is also a miss. Sean Quinn, Bowstring |
| Leaving out important facts (i.e. union workforce, woman/minority owned set-aside revenue); Not including enough historic financials. Nick Coder, Watchtower Capital Partners |
| Too much focus on projections instead of current and past performance. Nikiforos Panorios, Angeliki Fund Management |
| Wasting time and visual space on industry information instead of what is unique about this particular business. We all have Google to learn about the industry or market. David Bradley, Bbg, Inc. |
| Tangible, tactical steps which can be taken to improve the business / support an investment thesis. Phil Lynch, Amaglam Capital, LLC |
| Over selling the attractiveness of the opportunity/investment. Ali Evans, Metamora Growth Partners |
What are some of the qualities of the best investment teasers you’ve seen?
| Qualities of great teasers |
|---|
| Charts depicting margins, growth, what makes the business a good investment. Neal Doshi, Darshan Capital |
| The best investment teasers simultansously intice and inform through a mix of clean graphics and concise bulltet points. Aaron Handler, Elm Creek Partners |
| Clear financials with margins; understanding of if the management team wants to stay or not; if they’re open to a range of buyers or just a certain type. Ally Bashir, Ancaster Capital |
| Very specific company, industry and product description. Avi Robbins, Individual Investor |
| Great teasers are short and to the point, but contain all the critical information to make a quick, preliminary decision as a buyer. Mathew Burpee, Kepler Capital Corporation |
| Short and concise. They have historical and projected top line, bottom line. Cash flow values, especially for manufacturing and heavy capital companies are important! Mitch Brownell, Sleeping Giant Capital |
How long after receiving an investment teaser do you aim to follow up?
Final Thoughts
Any other comments you’d like to provide about how to create the most effective investment teaser?
Survey Respondents Demographics
Firm Size
Firm Type
Industry Focus (Multi-Select)
Additional Resources
- 6 Tips For Writing Great M&A Investment Teasers
- Building Teaser Headlines that Work
- The One Critical Element Every Teaser Must Have
- Subscribe to Middle Market Review
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
Related Content
Subscribe to Middle Market Review
