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

Lucas and Luna dive into a new clause appearing in software acquisition term sheets: earnouts tied to the performance of acquired AI models, not just revenue or user growth. They examine a recent deal—Malaysia's Respond.io raising $62.5M with acquisition plans—and explain how AI model retention metrics are changing the earnout calculus. Drawing on data from ServiceNow's 2.6% dip and Palantir's 2%...

Episode 53 of Tech M&A with Fexingo dives into the growing influence of private equity in software acquisitions. Lucas and Luna examine how PE firms are outbidding strategic buyers, using creative deal structures like minority stakes and continuation funds. They discuss a recent $4.2 billion take-private of a mid-cap SaaS company, analyze the role of debt financing in a rising-rate environment, an...

In this episode of Tech M&A with Fexingo, Lucas and Luna explore a new wrinkle in software acquisition earnouts: AI model retention. As more SaaS startups embed proprietary AI models into their products, acquirers are rewriting earnout metrics to ensure key talent stays, not just to hit revenue targets. Lucas uses the recent 16.7% drop in Adobe stock—despite strong subscription growth—to illustrat...

In this episode of Tech M&A with Fexingo, Lucas and Luna unpack the quiet shift in software earnout structures from growth-based targets to revenue retention. Using Oracle's 13% stock drop and Salesforce's 9% decline as a backdrop, they explore why buyers are now prioritizing customer stickiness over top-line expansion. The hosts examine a recent mid-market deal where the earnout was tied entirely...

Lucas and Luna dig into a seismic shift in software M&A: regulatory scrutiny is no longer just a Big Tech problem. Using the collapse of Meta's $2 billion Manus deal as a case study, they explore how Beijing's demand to unwind the transaction signals a new era of geopolitical deal risk. They also connect this to the broader market selloff in enterprise software stocks—Adobe, Salesforce, Oracle—and...

Software M&A earnouts are getting longer, but the real fight isn't between buyer and seller anymore. Lucas and Luna examine why earnout durations have stretched from 12 months to 36 months, and how tech giants like Salesforce and Oracle are now using extended earnout windows as a competitive weapon. They unpack the logic behind a recent Adobe deal where the earnout spans four years, and what that...

On this episode of Tech M&A with Fexingo, Lucas and Luna explore how the SpaceX IPO — expected to value the company at over $250 billion — is already distorting private-market valuations and M&A deal terms for space-tech and defense startups. They break down why strategic buyers like Lockheed Martin and Northrop Grumman are rushing to acquire smaller satellite and propulsion firms before public co...

In this episode, Lucas and Luna explore why software M&A earnouts are increasingly tied to revenue retention rather than growth targets. With Adobe down 16.7 percent over the past five days and the IGV software ETF slipping 5.2 percent, the market environment is shifting. Lucas breaks down the mechanics of retention-based earnouts, using the example of a hypothetical $200 million deal where the se...

Lucas and Luna dig into a counterintuitive shift in tech M&A: more buyers are structuring deals around employee retention, not just revenue targets. With Oracle down 14% and Salesforce off 10% in a week, the market is punishing acquirers who overpaid for talent they couldn't keep. They examine real earnout clauses where engineers trigger payments by staying two years, and why a $12 billion fundrai...

In this episode of Tech M&A with Fexingo, Lucas and Luna examine a striking trend in software M&A: the earnout duration has stretched from the typical 12 to 24 months to three years or more, even in deals under $200 million. They dissect a recent mid-market acquisition where the buyer insisted on a 36-month earnout tied to gross retention and expansion revenue, not just top-line growth. Lucas expl...

In this episode of Tech M&A with Fexingo, Lucas and Luna dive into a quiet shift in software deal-making: buyers are increasingly prioritizing recurring revenue retention over top-line growth projections. Using the recent Oracle acquisition of a cloud billing startup as a case study, they explore how macroeconomic uncertainty and rising interest rates are pushing acquirers to value sticky customer...

Earnouts are supposed to protect buyers from overpaying for software startups. But what happens when the opposite occurs — when a target company blows past its earnout targets and the buyer wishes it had paid more upfront? In this episode, Lucas and Luna examine the 'reverse regret' dynamic using the example of a hypothetical $200 million cybersecurity acquisition where the startup tripled revenue...

On Episode 42 of Tech M&A with Fexingo, Lucas and Luna dig into a quiet but powerful shift in software deal terms: earnouts are increasingly being structured to pay out based on post-close revenue targets, not the headline price. Using the June data points of Oracle's $205 stock and Snowflake's $240 stock as context, they discuss how later-stage startups are accepting lower guaranteed cash in exch...

Lucas and Luna unpack a little-discussed stress point in software M&A: what happens to earnout targets when a buyer's stock price falls between signing and closing. Using the recent sell-off in enterprise SaaS as a living case — ServiceNow down 9.3%, Adobe off 7.2%, Salesforce down 8% in five days — they walk through the mechanics of stock-collared earnouts, the negotiation dynamics around adjuste...

When a software company gets acquired, the real asset often walks out the door at night. In this episode, Lucas and Luna examine a structural shift in tech M&A: the rise of employee retention packages as a core deal term, not an afterthought. They look at recent data showing that nearly 60 percent of enterprise software acquisitions now include earnout-like provisions tied to keeping key engineers...

In this episode of Tech M&A with Fexingo, Lucas and Luna explore the rapid rise of earnouts in software acquisitions. As of June 2026, nearly 70 percent of tech M&A deals include an earnout clause, up from under 30 percent a decade ago. The hosts unpack why buyers like Oracle and ServiceNow increasingly demand performance-based payouts, using real examples like a $200 million earnout that recently...

Lucas and Luna dig into a counterintuitive moment in tech M&A: software stocks are getting hammered — the iShares Expanded Tech-Software Sector ETF (IGV) is down 11 percent in a week, ServiceNow has lost 17 percent, Oracle 14 percent — yet deal activity is accelerating. They examine why strategic buyers like Microsoft and Salesforce are ramping up acquisitions even as their own share prices fall,...

In this episode of Tech M&A with Fexingo, Lucas and Luna break down the mechanics and motivations behind earnouts — the contingent payment structures that now appear in nearly every software deal under $500 million. They examine a real example: a mid-market SaaS acquisition where 40% of the purchase price was tied to revenue retention milestones. The hosts discuss why strategic buyers like Service...

In this episode, Lucas and Luna examine how the sharp sell-off in enterprise software stocks — with ServiceNow down 17 percent, Oracle down 14 percent, and Snowflake down 15 percent over the past five days — is fundamentally reshaping the M&A landscape. They use the specific case of a mid-cap cybersecurity firm that saw its acquisition premium evaporate overnight to illustrate a broader trend: whe...

This episode of Tech M&A with Fexingo looks at a counterintuitive trend in dealmaking: companies that just went public are becoming some of the most active acquirers. Lucas and Luna break down the mechanics of stock-as-currency, the risk of overpaying with inflated shares, and why the 2024-2026 IPO pipeline is creating a new class of buyers. They anchor the conversation in recent data, including t...

Oracle just reported a brutal week — its stock down nearly 14 percent, the worst hit among enterprise software giants. But here's the twist: Oracle is still spending billions on acquisitions, and its M&A strategy may be exactly why the stock dropped. Lucas and Luna unpack the paradox of buying companies when your own share price is falling, using Oracle's recent purchase of a cloud security startu...

In this episode of Tech M&A with Fexingo, Lucas and Luna explore how the recent deluge of venture-backed software startups going public is reshaping the M&A landscape. As companies like ServiceNow, Snowflake, and Oracle see their stocks slide — with NOW down 17.2% in a week and SNOW off 15% — many newly public firms are becoming acquisition targets themselves. Lucas explains the 'IPO-to-M&A pipeli...

In this episode of Tech M&A with Fexingo, Lucas and Luna dive into a specific earnout structure that changed how enterprise software deals are priced. They use the recent $500 million acquisition of a cloud security startup by a major enterprise platform as a case study, breaking down why the earnout was set at 3.5x revenue, how the target's gross margins and customer concentration influenced the...

When a company is acquired, part of the purchase price is often tied to future performance targets. That's an earnout. In theory, it aligns incentives. In practice, it can blow up the deal. Lucas and Luna dig into a specific case: a $500 million acquisition where the earnout turned into a legal nightmare. They walk through how earnouts are structured, why they fall apart, and what buyers and selle...

Public tech giants like Oracle, ServiceNow, and Salesforce have dominated headlines with their acquisition sprees. But a quieter force is reshaping software M&A: private equity. Lucas and Luna break down how PE firms went from financial buyers to genuine tech acquirers, using a specific $2 billion carve-out deal as the case study. They explore why PE can outbid strategic buyers in certain situatio...