Tech M&A with Fexingo: Software Acquisitions, Strategic Buyers, and Tech Deals

Episode 79 of Tech M&A with Fexingo. Lucas and Luna explore why strategic buyers are now tying earnout payments to the timeliness of revenue recognition — not just revenue totals. They unpack a recent mid-market SaaS deal where the buyer inserted a 90-day 'revenue visibility window' clause after discovering the target's backlog was being booked as deferred revenue with no clear conversion timeline...

Episode 78 of Tech M&A with Fexingo dives into a growing concern for acquirers: the open source dependencies buried in a target's codebase. Lucas and Luna discuss how buyers like Salesforce and Adobe are now auditing for GPL licensing, abandoned upstream projects, and supply chain vulnerabilities. The hosts cite recent shifts in deal terms where earnouts now factor in a company's ability to mainta...

On Tech M&A with Fexingo, Lucas and Luna unpack a new due diligence frontier: customer migration risk. When a target company runs on its own infrastructure, acquirers now audit how hard it is to move customers to the buyer's platform. They discuss a recent case where a midmarket CRM acquisition fell apart because the target's data export system was so complex that migration would take 18 months. L...

In this episode of Tech M&A with Fexingo, Lucas and Luna explore a growing trend in software acquisitions: earnouts tied to developer retention. As buyers pay premiums for engineering talent, deals are increasingly structured to keep key engineers on board post-close. Lucas cites a recent $1.2 billion acquisition where 40% of the earnout was tied to retaining the CTO and senior team for two years....

Episode 75 of Tech M&A with Fexingo examines a new due diligence trend: buyers auditing not just how many customers a target has, but how revenue is distributed across customer tiers. Lucas and Luna dig into a real case—a $2B SaaS acquisition where the buyer discovered that 40% of recurring revenue came from customers paying below list price. They discuss how tier-based revenue concentration analy...

Episode 74 of Tech M&A with Fexingo examines the new due diligence frontier: revenue quality audits. Lucas and Luna discuss how strategic buyers like Microsoft and Oracle are scrutinizing recurring revenue sources for churn-prone, non-recurring components—such as one-time setup fees, professional services, and short-term consulting contracts masked as ARR. Citing Oracle's 17.3% stock drop this wee...

In this episode, Lucas and Luna dive into how software M&A buyers are increasingly pricing in customer concentration risk, using the recent 17.3% drop in Oracle's stock as a lens. They discuss how a single customer dependency can crater a target's valuation, and why savvy acquirers are now baking concentration clauses into earnouts and deal structures. They also touch on the broader market sell-of...

Lucas and Luna explore a growing due diligence frontier in software M&A: API dependency risk. They examine how acquirers are increasingly auditing target companies' exposure to third-party APIs, especially after high-profile outages and pricing changes. The hosts discuss the case of a mid-market SaaS company that saw its valuation slashed by 15% after due diligence revealed over-reliance on a sing...

Lucas and Luna examine a growing trend in tech M&A: buyers are using engineering velocity metrics — deploy frequency, cycle time, code review turnaround — to price deals and structure earnouts. Drawing on Adobe's $3 billion earnout-heavy acquisition of Figma in 2022 and recent 2026 data showing Palantir down 13.1% and Oracle down 14.2% in the last five days, they explore how buyers are increasingl...

In this episode of Tech M&A with Fexingo, Lucas and Luna unpack a growing deal term in software acquisitions: earnouts tied to retaining AI engineers and data scientists. After Menlo Ventures' massive $3 billion fundraise and Superhuman's acquisition of GPTZero, the hosts explore why buyers are now structuring deals to keep AI talent locked in—and what happens when those key hires leave. Lucas bre...

In Episode 69 of Tech M&A with Fexingo, Lucas and Luna dive into the latest twist in software M&A dealmaking: buyers are now writing earnout clauses tied to AI inference costs. With NVIDIA down 3.6% over the past five days and Oracle off 12.3%, the market is signaling that AI infrastructure expenses are under scrutiny. The hosts explore how a mid-size SaaS acquisition in early 2026 became a test c...

Episode 68 of Tech M&A with Fexingo. Lucas and Luna look at how software buyers are increasingly discounting deals when a target relies on a single customer for more than 10% of revenue. They walk through a recent real-world example: a mid-market SaaS company that lost 40% of its valuation in due diligence because its top client — a regional bank — had just been downgraded. They connect this to th...

In this episode of Tech M&A with Fexingo, Lucas and Luna explore a new due diligence frontier: cloud cost efficiency. As software buyers scrutinize target companies' cloud spending, cloud cost audits are becoming a make-or-break factor in deal valuation. Lucas breaks down how a single percentage point improvement in cloud cost efficiency can add millions in enterprise value, citing real-world data...

Episode 66 of Tech M&A with Fexingo digs into a growing earnout trend: gross margin retention. Lucas and Luna examine why buyers like private equity firms and strategic acquirers are increasingly tying earnout payments to maintaining gross margins—not just revenue—citing pressure from rising cloud costs, AI infrastructure spend, and margin erosion in acquired SaaS products. They anchor the discuss...

In episode 65 of Tech M&A with Fexingo, Lucas and Luna dive into a growing trend in software acquisitions: buyers are tying earnout payments to the target's customer acquisition cost (CAC) post-close. They explore why Salesforce's 8.5% drop this week has put CAC efficiency under a microscope, how a hypothetical $200 million SaaS deal might include a CAC multiplier earnout, and why this shift force...

Episode 64 of Tech M&A with Fexingo explores a new clause appearing in software acquisition term sheets: earnouts tied to AI inference energy costs. Lucas and Luna break down why buyers like Microsoft and Oracle are adding kilowatt-hour targets to deal structures, how cloud cost volatility is driving the shift, and what it means for founders negotiating exits in mid-2026. With NVIDIA up 2.7% over...

Enterprise software buyers are increasingly tying earnout payments to the target company's cloud infrastructure efficiency — not just revenue or retention. Lucas and Luna break down why Amazon, Microsoft, and Google's cloud pricing changes are forcing dealmakers to audit AWS, Azure, and GCP spend before closing. Using ServiceNow's recent 7 percent drop as a case study in how cloud-heavy companies...

Software M&A earnouts are notoriously risky for sellers — a buyer's shifting priorities or accounting changes can wipe out millions in contingent payments. But a new product is emerging: earnout insurance, where a third-party insurer guarantees the payout based on objective metrics. In this episode, Lucas and Luna examine how this shifts the balance of power in deal negotiations. They look at a hy...

In this episode of Tech M&A with Fexingo, Lucas and Luna dive into a quiet but seismic shift in software deal terms: earnouts increasingly tied to net revenue retention (NRR) rather than gross revenue growth. Using real data from recent mega-deals—including ServiceNow's 7% stock drop last week and Salesforce's 8.5% slide—they explain why buyers now prioritize sticky customer bases over splashy new...

Episode 60 of Tech M&A with Fexingo dives into a new twist in software dealmaking: buyers are now auditing AI model churn data and user-engagement metrics before closing. Lucas and Luna discuss the Elastic-DeductiveAI deal announced today as a case study — an $85 million acquisition where AI model retention and inference costs became key negotiation points. They explore why traditional revenue ret...

Episode 59 of Tech M&A with Fexingo. Lucas and Luna drill into a shift that's reshaping software deal terms in 2026: acquirers are now demanding audits of the target company's AI training data. They use ServiceNow's recent acquisition of a small AI startup — where the buyer discovered post-close that the model was trained on copyrighted code — as the anchor case. Lucas breaks down how this risk sh...

Lucas and Luna dig into a quietly transformative shift in software M&A: acquirers are now pricing customer concentration directly into deal terms. Drawing on recent data — Salesforce down 7 percent in a week, Snowflake still trading at 234 with a 75-plus price-to-earnings ratio — they explore why a buyer might pay 12 times revenue for a SaaS company that has 60 percent of its revenue from one clie...

Episode 57 dives into a new clause appearing in software M&A term sheets: earnouts tied to AI model accuracy, latency, and uptime guarantees. Lucas and Luna examine the forces driving this shift, from buyer skepticism about AI ROI to seller pressure to validate technology claims. They discuss real examples, including how one mid-market SaaS company's earnout structure changed after an audit reveal...

In this episode of Tech M&A with Fexingo, Lucas and Luna dive into a fast-growing trend in software acquisitions: cybersecurity audits as formal earnout conditions. With high-profile breaches driving buyer caution, earnout agreements are now tying a portion of deal value to post-close security posture—covering everything from penetration testing to SOC 2 compliance. Lucas breaks down the data: nea...

In this episode of Tech M&A with Fexingo, Lucas and Luna dive into a quiet but accelerating trend: hardware-heavy acquisitions by software-focused buyers. Using Qualcomm's latest two-product announcement as a springboard, they unpack why chip and platform companies are increasingly buying hardware teams not for their products but for their embedded software engineers. The hosts explore how this re...