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The Winning LOI [Vol. 3, Issue 17, No. 44]

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Welcome to the latest issue of The Winning LOI, the Axial newsletter that anonymously reveals small business M&A valuation data and certain key deal terms associated with winning LOIs.

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In today’s issue, we review the LOI terms for a Transportation company that reported a revenue range of $14M—$16M and an EBITDA range of $4M—$5M when the deal confidentially went to market via Axial in Q3 2023. The LOI structure for this transaction incorporated cash, debt, seller financing, and a performance-based earnout.

Looking to exit in Transportation? Explore Advisor Finder.

The deal from today’s Winning LOI generated 56 buyer matches, which led to 23 pursuits and a pursuit rate of 41.07%, 3.64x that of the average (11.29%) for 2023 Transportation deals with revenues of $5M or more. To dive deeper into top-of-the-funnel deal activity, sorted by industry category, check out Axial’s quarterly publication, The SMB M&A Pipeline.

Despite the majority of pursuits coming from Private Equity and Independent Sponsors, the winning bid came from an individual investor. The deal spent 100 days in market before the Winning LOI was executed, successfully closing 169 days later.

Pursuits By Company Type

See below for Winning LOI #44’s anonymized data ⬇️


The Deal
Deal TypeChange of Control
Revenue Range (TTM)$14M - $16M
EBITDA Range (TTM)$4M - $5M
EBITDA Margin Range25% - 28%
Key IndustriesTransportation
In-Market DateQ3 2023

Axial Deal Data
Recommendations*56
Recipients*56
# of Pursuits*23
Deal Pursuit Rate*41.07%
Winning LOI Pursuit to LOI Executed100 Days
Winning LOI Executed to Deal Closed169 Days

The LOI
Total Enterprise Value (TEV) Range$14M - $15M
EBITDA Multiple Range (TTM) 3.25x - 3.5x
Exclusivity75 Days
Structure
➡️ Cash69.1%
➡️ Rollover Equity9.3%
➡️ Seller Note11.2%
➡️ Earnout11.4% ~ performance-based

Axial Sell-Side Member Data
Member TypeM&A Advisory Firm
Total Deals Marketed on Axial3
Average Annual Deals Marketed3
Average Revenue of Deals$16,000,000
Average EBITDA of Deals$2,600,000

Axial Buyside Member Data
Member TypeIndividual Investor
Number of Acquisitions5
Buyside Pursuit Rate*15.00%
Buyer Responsiveness Rate*98.06%


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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