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The Winning LOI [Vol. 4, Issue 6, No. 58]

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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 for an Industrials company specializing in precision sheet metal fabrication, machining, and assembly, serving the aerospace, defense, medical, and technology industries.

The business reported a revenue range of $30M-$35M and an EBITDA range of $5M-$7M when the deal confidentially went to market via Axial in Q3 2023. The deal was in market for 74 days before the winning LOI was executed and successfully closed 157 days later.

The LOI was structured as a combination of cash, rollover equity, seller financing, and an earnout.  The earnout is structured over three years and is contingent on the business achieving or exceeding specific EBITDA thresholds. If the full earnout is realized, the resulting EBITDA multiple for the transaction will range between 4.5x and 4.75x.

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See below for Winning LOI #58’s anonymized data ⬇️

The Deal
Deal TypeChange of Control
Revenue Range (TTM)$30M - $35M
EBITDA Range (TTM)$5M - $7M
EBITDA Margin Range17% - 20%
Key IndustriesIndustrials, Manufacturing
In-Market DateQ3 2023

Axial Deal Data
Recommendations*287
Recipients*235
# of Pursuits*22
Deal Pursuit Rate*9.36%
Winning LOI Pursuit to LOI Executed74 Days
Winning LOI Executed to Deal Closed157 Days

The LOI
Purchase Price Range$25M - $30M
EBITDA Multiple Range (TTM) 4.5x - 4.75x
Exclusivity120 Days
Structure
➡️ Cash67% of TEV
➡️ Rollover Equity4% of TEV
➡️ Seller Note18% of TEV
➡️ Earnout11% of TEV (Performance-Based)

Axial Sell-Side Member Data
Member TypeM&A Advisory Firm
Total Deals Marketed on Axial2
Average Annual Deals Marketed1
Average Revenue of Deals$30M-$40M
Average EBITDA of Deals$5M-$10M

Axial Buyside Member Data
Member TypeIndependent Sponsor
Number of Acquisitions10+
Buyside Pursuit Rate*6.10%
Buyer Responsiveness Rate*92.31%


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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