Whether you’re preparing to sell your business or advising a seller, understanding what winning letters of intent (LOIs) look like in today’s market is essential. Axial’s newest compilation of anonymized deal data from 25 successful lower-middle-market transactions offers a powerful window into valuation trends, deal structures, and industry dynamics that are shaping LOIs in 2025.
Here’s what we’re seeing in formats that matter to owners, advisors, and acquirers alike.
1. Deal Structures: Seller Financing Still MattersOne of the standouts from this dataset is how often seller financing plays a role in winning LOIs. More than half of the featured deals included some form of seller financing demonstrating that flexibility in terms still counts. Earnouts and rollover equity also appear meaningfully across deal structures, showing that buyers are blending cash with performance and continued seller alignment.
What this means for sellers:
- Being open to a mix of cash and structured consideration can expand the buyer universe and help tailor your deal to strategic and financial buyers alike, as reflected in the chart below sourced from Axial’s report.
| Executed | Buyer Type | Industry | Deal Headline | Revenue | EBITDA | Multiple | Cash | Earnout | Equity | Seller Note |
| Q2 2025 | Private Equity | Business Services | IT Services | 3,051,527 | 1,342,409 | 5.99 | 65.00% | 20.00% | 15.00% | |
| Q2 2025 | Search Fund | Technology | Electronic Software Services | 6,000,000 | 2,689,137 | 2.23 | 83.33% | 4.17% | 12.50% | |
| Q2 2025 | Individual Investor | Technology | Digital Marketing Services | 7,650,000 | 3,169,615 | 2.68 | 55.00% | 10.00% | 20.00% | 15.00% |
| Q2 2025 | Search Fund | Healthcare | Dental Materials Manufacturing | 13,000,000 | 3,000,000 | 8.24 | 70.00% | 10.00% | 20.00% | |
| Q2 2025 | Private Equity | Business Services | Telephone Call Center | 15,800,000 | 2,600,000 | 4.07 | 75.54% | 15.97% | 8.50% | |
| Q2 2025 | Individual Investor | Transportation | Logistics Business | 6,890,000 | 1,390,000 | 2.59 | 100.00% | |||
| Q2 2025 | Independent Sponsor | Healthcare | Medical Software | 9,603,224 | 3,502,491 | 9.49 | 70.00% | 30.00% | ||
| Q2 2025 | Independent Sponsor | Industrials | Chemical Manufacturer | 6,920,000 | 1,552,000 | 6.12 | 100.00% | |||
| Q2 2025 | Search Fund | Transportation | Equipment Manufacturing | 8,500,000 | 4,500,000 | 6.67 | 75.00% | 25.00% | ||
| Q2 2025 | Holding Company | Business Services | Consulting Firm | 26,700,000 | 4,500,000 | 5.56 | 92.00% | 8.00% | ||
| Q2 2025 | Private Equity | Consumer Goods | Garment Manufacturing | 54,100,000 | 9,400,000 | 5.74 | 81.48% | 18.52% | ||
| Q2 2025 | Private Equity | Industrials | Landscaping Business | 7,500,000 | 1,500,000 | 9.33 | 92.86% | 7.14% | ||
| Q2 2025 | Independent Sponsor | Healthcare | Medical Transportation | 7,890,000 | 2,800,000 | 6.19 | 80.78% | 19.22% | ||
| Q2 2025 | Search Fund | Industrials | Plumbing Contractor | 3,900,000 | 1,400,000 | 7.5 | 95.00% | 5.00% | ||
| Q2 2025 | Independent Sponsor | Industrials | Electrical Contractor | 11,860,000 | 2,030,000 | 4.48 | 65.93% | 23.08% | 10.99% | |
| Q1 2025 | Private Equity | Consumer Goods | Printing Manufacturer | 7,208,000 | 1,868,000 | 4.39 | 85.37% | 14.63% | ||
| Q1 2025 | Family Office | Industrials | Machine Manufacturer | 12,788,000 | 2,163,000 | 5.09 | 70.45% | 29.55% | ||
| Q1 2025 | Individual Investor | Consumer Goods | Commercial Printing | 16,100,000 | 2,300,000 | 2.45 | 88.50% | 11.50% | ||
| Q1 2025 | Family Office | Technology | Business Software | 15,300,000 | 1,600,000 | 10.69 | 76.00% | 12.31% | 5.85% | 5.85% |
| Q1 2025 | Private Equity | Industrials | Civil Engineering | 21,370,000 | 11,290,000 | 4.96 | 40.32% | 59.68% | ||
| Q1 2025 | Search Fund | Food & Hospitality | Food Manufacturer | 4,000,000 | 800,000 | 3.5 | 85.71% | 14.29% | ||
| Q1 2025 | Independent Sponsor | Food & Hospitality | Speciality Foods Distributor | 71,610,000 | 9,200,000 | 8.04 | 79.73% | 20.27% | ||
| Q1 2025 | Holding Company | Technology | Energy Software | 1,700,000 | 1,100,000 | 7.89 | 100.00% | |||
| Q1 2025 | Individual Investor | Industrials | Tree Services | 2,678,951 | 1,200,000 | 7.08 | 82.35% | 17.65% | ||
| Q1 2025 | Private Equity | Industrials | Concrete Contractor | 49,600,000 | 8,100,000 | 4.99 | 50.00% | 38.50% | 11.50% | |
| Q1 2025 | Corporation | Industrials | Fire Sprinkler Systems | 3,490,320 | 505,000 | 2.28 | 91.38% | 8.62% | ||
| Q1 2025 | Corporation | Industrials | Landscaping Services | 240,000 | 116,000 | 2.43 | 100.00% | |||
| Q1 2025 | Family Office | Consumer Goods | Pet Supply Store | 7,000,000 | 1,500,000 | 3.33 | 65.00% | 30.00% | 5.00% | |
| Q1 2025 | Independent Sponsor | Healthcare | Anesthesiologists Office | 6,224,000 | 2,331,000 | 6.42 | 80.00% | 20.00% | ||
| Q1 2025 | Family Office | Business Services | Locksmith | 2,310,000 | 500,000 | 2.29 | 100.00% | |||
| Q1 2025 | Independent Sponsor | Transportation | General Freight Services | 80,000,000 | 8,000,000 | 3.13 | 40.00% | 60.00% | ||
| Q1 2025 | Independent Sponsor | Healthcare | Ambulance Services | 14,100,000 | 3,800,000 | 5.53 | 76.19% | 23.81% | ||
| Q1 2025 | Family Office | Consumer Goods | Hotel Supply Distributor | 10,000,000 | 1,700,000 | 7.06 | 54.17% | 16.67% | 29.17% | |
| Q1 2025 | Search Fund | Business Services | Administrative Services | 3,800,000 | 1,400,000 | 3.21 | 100.00% | |||
| Q1 2025 | Holding Company | Technology | Medical Billing Software | 1,800,000 | 490,000 | 7.14 | 57.14% | 42.86% | ||
| Q1 2025 | Private Equity | Technology | Education IT Services | 10,000,000 | 1,500,000 | 5.61 | 74.47% | 25.53% | ||
| Q4 2024 | Independent Sponsor | Technology | Asset Tracking Software | 353,000 | 86,000 | 9.3 | 68.75% | 15.63% | 15.63% | |
| Q4 2024 | Independent Sponsor | Technology | CMS Software | 3,400,000 | 1,500,000 | 7 | 80.95% | 19.05% | ||
| Q4 2024 | Search Fund | Consumer Goods | Pool & Spa Contractor | 14,000,000 | 2,900,000 | 3.45 | 72.00% | 18.00% | 10.00% | |
| Q4 2024 | Independent Sponsor | Technology | Product Lifecycle Software | 16,000,000 | 3,100,000 | 4.19 | 61.54% | 7.69% | 15.38% | 15.38% |
| Q4 2024 | Independent Sponsor | Healthcare | Emergency Center | 13,446,940 | 2,535,353 | 3.16 | 62.50% | 18.75% | 18.75% | |
| Q4 2024 | Private Equity | Business Services | Marketing Services | 14,277,000 | 3,297,000 | 5.76 | 73.68% | 26.32% | ||
| Q4 2024 | Independent Sponsor | Food & Hospitality | Frozen Food Manufacturer | 14,100,000 | 2,600,000 | 3.18 | 50.00% | 50.00% | ||
| Q4 2024 | Corporation | Industrials | Electrical Contractor | 18,000,000 | 3,200,000 | 1.95 | 100.00% | |||
| Q4 2024 | Corporation | Consumer Goods | School Furniture Manufacturer | 11,470,000 | 3,356,000 | 5.81 | 94.87% | 5.13% | ||
| Q4 2024 | Search Fund | Technology | Media Software | 7,790,000 | 4,100,000 | 7.32 | 64.80% | 8.53% | 26.67% | |
| Q4 2024 | Private Equity | Business Services | Employment Agency | 7,500,000 | 1,400,000 | 3.64 | 86.15% | 4.05% | 9.80% | |
| Q4 2024 | Corporation | Transportation | Trucking Software Services | 6,806,500 | 238,427 | 14.68 | 7.14% | 92.86% | ||
| Q4 2024 | Search Fund | Business Services | Armored Car Services | 19,000,000 | 3,800,000 | 6.71 | 100.00% | |||
| Q4 2024 | Search Fund | Food & Hospitality | Food Management Distributor | 23,271,424 | 3,121,979 | 3.36 | 80.95% | 19.05% | ||
| Q4 2024 | Independent Sponsor | Consumer Goods | Office Supply Wholesaler | 4,240,000 | 1,840,000 | 5.79 | 74.93% | 25.07% | ||
| Q4 2024 | Independent Sponsor | Consumer Goods | Food Equipment Distributor | 13,700,000 | 1,200,000 | 4.75 | 77.19% | 22.81% | ||
| Q4 2024 | Private Equity | Healthcare | Eyeglasses Wholesaler | 19,000,000 | 4,100,000 | 7.32 | 68.33% | 25.00% | 6.67% | |
| Q4 2024 | Private Equity | Industrials | Commercial Landscaping | 27,200,000 | 4,300,000 | 3.6 | 66.56% | 24.19% | 9.25% | |
| Q3 2024 | Holding Company | Healthcare | Home Health Services | 20,000,000 | 875,000 | 6.86 | 70.00% | 30.00% | ||
| Q3 2024 | Family Office | Financial Services | Consumer Lending Firm | 7,100,000 | 4,100,000 | 3.54 | 75.86% | 12.07% | 12.07% | |
| Q3 2024 | Independent Sponsor | Business Services | Security & AV Services | 5,500,000 | 1,100,000 | 4.09 | 75.00% | 25.00% | ||
| Q3 2024 | Independent Sponsor | Consumer Goods | Interior Design Services | 27,600,000 | 5,600,000 | 4.46 | 74.00% | 4.00% | 22.00% | |
| Q3 2024 | Holding Company | Transportation | Motor Vehicle Office | 17,500,000 | 1,900,000 | 5.79 | 72.73% | 9.09% | 18.18% | |
| Q3 2024 | Private Equity | Industrials | Electronic Manufacturer | 6,600,000 | 3,000,000 | 5.47 | 100.00% | |||
| Q3 2024 | Family Office | Industrials | Motor Repair Company | 6,200,000 | 1,200,000 | 6 | 83.33% | 16.67% | ||
| Q3 2024 | Independent Sponsor | Business Services | Consulting Services | 7,500,000 | 1,700,000 | 4.71 | 75.00% | 15.00% | 10.00% | |
| Q3 2024 | Family Office | Industrials | Pool Supply Business | 4,886,353 | 570,692 | 4.38 | 60.00% | 40.00% | ||
| Q3 2024 | Holding Company | Financial Services | Medical Insurance Services | 3,450,000 | 2,300,000 | 5 | 85.00% | 7.50% | 7.50% | |
| Q3 2024 | Family Office | Industrials | Building Contractor | 5,880,000 | 1,410,000 | 4.18 | 100.00% | |||
| Q3 2024 | Family Office | Consumer Goods | E-Commerce Brand | 7,320,000 | 1,350,000 | 11.11 | 80.00% | 20.00% | ||
| Q3 2024 | Family Office | Industrials | Fence Installer | 20,103,000 | 4,611,000 | 5.42 | 80.00% | 20.00% | ||
| Q3 2024 | Independent Sponsor | Consumer Goods | Sporting Good Manufacturer | 3,600,000 | 1,300,000 | 4.5 | 82.35% | 5.00% | 12.65% | |
| Q3 2024 | Private Equity | Business Services | Consulting Agency | 10,620,000 | 2,570,000 | 9.73 | 86.00% | 4.00% | 10.00% | |
| Q3 2024 | Family Office | Industrials | Roofing Contractor | 1,800,000 | 700,000 | 5.59 | 60.36% | 7.67% | 31.97% | |
| Q3 2024 | Holding Company | Industrials | Fence & Gates Contractor | 7,500,000 | 1,000,000 | 3.75 | 85.00% | 15.00% | ||
| Q3 2024 | Holding Company | Technology | IT Hosting Software | 3,500,000 | 700,000 | 3.57 | 52.00% | 48.00% | ||
| Q3 2024 | Family Office | Technology | Medical Billing Software | 3,600,000 | 2,500,000 | 4 | 75.00% | 25.00% | ||
| Q3 2024 | Family Office | Industrials | Industrial Machine Repair | 10,900,000 | 920,000 | 5.98 | 72.73% | 9.09% | 18.18% | |
| Q2 2024 | Independent Sponsor | Business Services | Tax Preparation Services | 17,402,996 | 4,434,551 | 4.48 | 64.75% | 35.25% | ||
| Q2 2024 | Family Office | Industrials | Aircraft Parts Manufacturer | 6,810,000 | 1,418,000 | 3.67 | 75.00% | 25.00% | ||
| Q2 2024 | Independent Sponsor | Healthcare | Addiction Services Provider | 11,300,000 | 4,300,000 | 5.81 | 80.00% | 20.00% | ||
| Q2 2024 | Corporation | Industrials | Appliance Repair Services | 5,896,000 | 1,343,000 | 5.96 | 66.25% | 8.75% | 25.00% | |
| Q2 2024 | Independent Sponsor | Healthcare | Disability Care Provider | 36,200,000 | 12,300,000 | 7.8 | 77.08% | 12.50% | 10.42% | |
| Q2 2024 | Private Equity | Industrials | Landscaping Company | 17,500,000 | 2,200,000 | 8.18 | 85.42% | 14.58% | ||
| Q2 2024 | Individual Investor | Technology | HR Services | 3,300,000 | 1,500,000 | 3.5 | 76.19% | 23.81% | ||
| Q2 2024 | Independent Sponsor | Healthcare | Addiction Treatment Center | 12,000,000 | 4,800,000 | 4.17 | 75.00% | 5.00% | 20.00% | |
| Q2 2024 | Private Equity | Financial Services | Financial Services Platform | 5,920,000 | 3,320,000 | 8.73 | 72.41% | 10.34% | 17.24% | |
| Q2 2024 | Search Fund | Technology | SEO Management Software | 3,410,000 | 1,310,000 | 4.75 | 87.14% | 12.86% | ||
| Q2 2024 | Private Equity | Food & Hospitality | Perishable Food Distributor | 9,440,000 | 4,500,000 | 4.78 | 96.51% | 3.49% | ||
| Q2 2024 | Individual Investor | Consumer Goods | Furniture Distributor | 4,055,718 | 516,928 | 3.54 | 90.00% | 10.00% | ||
| Q2 2024 | Holding Company | Business Services | Financial Management Services | 5,119,035 | 2,100,000 | 3.1 | 93.08% | 6.92% | ||
| Q2 2024 | Independent Sponsor | Financial Services | Consumer Lending | 8,900,000 | 1,200,000 | 8.33 | 76.00% | 10.00% | 14.00% | |
| Q2 2024 | Holding Company | Industrials | HVAC Company | 6,200,000 | 940,000 | 6.12 | 82.61% | 17.39% | ||
| Q2 2024 | Independent Sponsor | Technology | Energy Sector Software | 1,700,000 | 1,000,000 | 6 | 83.33% | 16.67% | ||
| Q2 2024 | Holding Company | Healthcare | Plastic Surgery Practice | 6,400,000 | 2,100,000 | 10.02 | 49.00% | 30.00% | 21.00% | |
| Q1 2024 | Individual Investor | Consumer Goods | Mattress Manufacturer | 3,140,000 | 1,220,000 | 4.59 | 77.68% | 22.32% | ||
| Q1 2024 | Private Equity | Industrials | Commercial HVAC Business | 7,845,645 | 851,014 | 4.11 | 100.00% | |||
| Q1 2024 | Individual Investor | Transportation | Aircraft Engine Parts | 6,300,000 | 1,400,000 | 3.57 | 80.00% | 20.00% | ||
| Q1 2024 | Independent Sponsor | Food & Hospitality | Uniform Supply Services | 30,500,000 | 5,000,000 | 9.4 | 80.85% | 8.51% | 10.64% | |
| Q1 2024 | Private Equity | Business Services | Survey Consulting | 12,459,000 | 2,601,000 | 6.92 | 59.72% | 13.89% | 20.83% | 5.56% |
| Q1 2024 | Family Office | Transportation | Semi-Trailer Manufacturer | 2,577,441 | 834,486 | 5.39 | 90.00% | 10.00% | ||
| Q1 2024 | Search Fund | Consumer Goods | Outdoor Furniture Distributor | 55,900,000 | 5,200,000 | 5.08 | 100.00% | |||
| Q1 2024 | Independent Sponsor | Healthcare | Dentist Offices | 23,900,000 | 4,100,000 | 9.56 | 67.35% | 9.18% | 23.47% | |
| Q1 2024 | Independent Sponsor | Technology | IT Consulting Firm | 4,600,000 | 1,700,000 | 7.36 | 46.20% | 8.50% | 37.80% | 7.50% |
2. Valuation Multiples Vary Widely by IndustryAxial’s compiled range of winning LOIs reveals that where your business sits industry-wise heavily influences valuation multiples:
Higher Multiple Ranges:• Technology (~3.5x–11x)• Healthcare (7x–8.5x)Mid-Range Multiples:• Business Services (4x–9x)• Consumer Goods (~5.75x–6.5x)More Compressed Multiples:• Industrials (2x–6.5x)• Transportation (3.5x–5.5x)• Food & Hospitality (~3.25x–7.5x)
Timeline Insights: How Long Does it Take to Close?Although overall closing windows vary, many winning LOIs complete execution well before closing:
- In several detailed cases from the dataset, deals went from LOI to close in ~40–100+ days, though complexity and structure influenced the timeline.
- This reinforces the importance of pre-LOI readiness: clean financials, clear operations, and responsive diligence materials help buyers move quickly and can improve your odds of closing after an LOI lands.
3. Industry Revenue & EBITDA TrendsAcross the 25 deals in the eBook, we see:
- Revenue ranges from roughly $1.5M up to $45M across industries.
- EBITDA margins ranged widely from ~10% in some services and healthcare deals to ~60% in select technology transactions.
- TEV ranges mirror both industry scale and margin expectations.
These patterns underscore a simple truth: profitability drives valuation more than size alone. Buyers consistently pay up for strong margins and predictable cash flow.
What Sellers Should Take AwayHere are the high-impact lessons for business owners thinking about a sale in the current market:
- Be realistic about multiples by industry. Benchmark against peers, not impressions.
- Consider flexible structures. Seller financing, rollover equity, and earnouts help bridge valuation gaps.
- Pre-market readiness matters. Faster diligence responses often correlate with smoother closings.
- Margin strength drives valuation. EBITDA quality often outweighs headline revenue.
What This Means for Business Owners Considering an ExitToday’s buyers are more disciplined than ever, but they’re still paying strong multiples for well-prepared businesses with clean financials, realistic expectations, and flexible deal structures. Data from Axial’s latest Winning LOIs shows that successful sellers not only understand current valuation benchmarks and margin expectations, but are also open to structured transactions, including seller notes, earnouts, and equity rollovers, to bridge valuation gaps and align with buyers.
If you’re thinking about an exit, whether that’s months or years away, understanding how your business compares to recent market activity and what deal terms buyers expect can help you plan proactively and avoid costly surprises. To explore valuation insights, exit readiness considerations, or start a confidential conversation, request your free valuation today.
**Credit: Based on data from Axial’s “Winning LOI eBook: Volume 3, Issues 51–75.”