The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators

Lucas and Luna unpack the most overlooked trap in M&A deal documents: the restrictive covenant definition trap. When a buyer defines 'competition' too broadly, a seller can be locked out of their entire industry for years, not just their former company. They walk through a real 2025 case where a founder of a regional logistics firm was barred from working in any e-commerce-adjacent business after...

In this episode of The Acquisition Talk, Lucas and Luna unpack the drag-along clause — a standard M&A provision that can force minority shareholders to sell on terms they never agreed to. Using the case of a real estate SaaS company acquired by a larger platform, they walk through how a 12-founder cap table became a pressure cooker when the lead investor invoked drag-along rights to push through a...

In this episode, Lucas and Luna drill into one of the least understood post-close traps for M&A sellers: indemnification escrows. Using the 2022 sale of a Texas-based industrial parts distributor for $340 million as a case study, they explain how buyers routinely use vague indemnification language to freeze a portion of seller proceeds for 18 to 24 months—and sometimes claw back millions in percei...

Episode 79 of The Acquisition Talk digs into the tax indemnity trap — a clause that can force M&A sellers to cover the buyer's tax bill years after closing. Lucas and Luna walk through a real 2023 case: a $40 million software acquisition where a buried tax indemnity clause cost the seller $3.2 million in unexpected taxes and penalties after an IRS audit triggered by a pre-closing deduction structu...

In this episode of The Acquisition Talk, Lucas and Luna dissect the anti-sandbagging clause in M&A purchase agreements—a provision that can deny sellers post-close damages if the buyer discovers a breach of reps before signing. Using the real-world case of the 2018 $1.6 billion acquisition of Shutterfly by Apollo Global Management, where a hidden data liability was disputed after close, they expla...

Episode 77 of The Acquisition Talk focuses on a hidden danger in M&A: the non-disclosure agreement that sellers sign early in the process. Lucas and Luna unpack a real-world case from Q1 2026 where an industrial components founder in Ohio ended up legally barred from even telling his own management team about a pending deal, let alone shopping for a better offer. They break down the three specific...

Episode 76 of The Acquisition Talk digs into the earnout trap—one of the most common and destructive clauses in middle-market M&A. Lucas and Luna walk through the story of a Texas-based industrial parts distributor that sold for $45 million with a $12 million earnout tied to 2025 EBITDA. The earnout failed not because the business stumbled, but because the buyer allocated shared corporate costs to...

In M&A, contingent consideration — or earnouts — can delay seller payouts for years, especially when tied to subjective milestones. This episode drills into a 2023 case: a $200 million deal for a cybersecurity firm where the earnout triggered a three-year dispute over whether revenue targets were met. Lucas and Luna unpack how earnout structures create misaligned incentives, why buyers often lowba...

In mergers and acquisitions, a deferred payment structure can look like a win-win: the buyer conserves cash, and the seller gets a higher headline price. But Lucas and Luna unpack why that promise often turns into a trap — especially for middle-market sellers who lack leverage to enforce payment. Using the cautionary tale of a $40 million industrial services deal where the seller received only $12...

Lucas and Luna break down a surprisingly common M&A pitfall: the escrow distribution trap. Using the real-world case of a 2021 middle-market industrial sale that ended up in escrow litigation for five years, they explain how sellers give up control of their own money at closing, how ambiguous payout triggers in escrow agreements create leverage for buyers to withhold funds, and what a carefully dr...

Lucas and Luna dissect the non-solicit tail trap in M&A — a clause that can prevent sellers from hiring former employees for 12 to 24 months after close. Using a $40 million software deal that turned sour, they explain how a standard non-solicit provision became a weapon. Lucas walks through the specific language that snared the founder, the difference between a non-solicit and a non-hire clause,...

In episode 71 of The Acquisition Talk, Lucas and Luna dissect the working capital peg — a seemingly technical M&A contract clause that routinely costs sellers hundreds of thousands of dollars after the deal closes. Using the cautionary tale of a $45 million industrial distribution business, they explain how buyers peg the target net working capital to a trailing average, then pocket the post-close...

Episode 70 of The Acquisition Talk digs into the Material Adverse Change clause — the MAC — and how one sentence in a purchase agreement killed a $1.2 billion acquisition in April 2026. Lucas and Luna walk through the actual language that let the buyer walk, the Delaware court precedent that shaped it, and what middle-market sellers need to watch for in their own SPA. Specific, concrete, and actio...

Lucas and Luna unpack a hidden liability in middle-market M&A: the representation letter. When a seller certifies that nothing has changed between signing and closing, even an honest mistake can trigger clawbacks, lawsuits, and personal liability. Using a real 2024 case where a family-owned manufacturer lost $4 million on a $60 million sale, they explain why standard SPA reps don't protect sellers...

Episode 68 of The Acquisition Talk dives into the often-overlooked purchase price adjustment (PPA) mechanism in M&A deals. Lucas and Luna break down how a typical closing adjustment for working capital or net debt can swing the final payout by millions — and why founders who don't negotiate the adjustment mechanics end up leaving money on the table. Using the example of a $75 million software deal...

In M&A, the Letter of Intent can feel like a victory lap—but many sellers don't realize that the exclusivity clause in a typical LOI can lock them in a room with a buyer who has no real intention to close. Lucas and Luna walk through real deal mechanics: how a 60-day no-shop clause gives a buyer time to run down the clock, lowball at the last minute, or walk away with your proprietary data. They d...

In this episode of The Acquisition Talk, Lucas and Luna break down a quietly devastating deal-killer: the compressed data room timeline. When a seller opens the virtual data room, the buyer's clock starts ticking — and if the documents aren't perfectly organized, the seller loses leverage fast. Lucas walks through a real 2024 case where a $45 million industrial distributor saw its valuation drop b...

Episode 65 of The Acquisition Talk digs into a trap that catches founder-sellers off guard long after the deal closes: the post-closing non-compete clause. Lucas and Luna walk through a real scenario from 2021 where a health-tech founder sold his company for $40 million, only to realize the non-compete was drafted so broadly it prevented him from working in any software-adjacent health field for f...

In this episode, Lucas and Luna dissect a growing middle-market M&A pitfall: reps and warranties insurance that ends up costing sellers more than they saved. They walk through the real case of a $45 million SaaS exit where the buyer's RWI policy triggered a $3.2 million coverage gap, leaving the seller on the hook for a data-privacy indemnity that the policy specifically excluded. Lucas explains h...

Episode 63 of The Acquisition Talk digs into one of the sneakiest clauses hiding in early-stage M&A conversations: the non-circumvent provision inside a standard NDA. Lucas and Luna walk through a real 2023 case where a mid-market private equity firm lost a $45 million deal because its managing director had a ten-minute coffee with a portfolio company's CEO before the NDA was signed — triggering a...

In this episode of The Acquisition Talk, Lucas and Luna unpack a rarely discussed but costly M&A pitfall: the escrow release schedule. When a deal closes, a portion of the purchase price typically goes into escrow to cover post-closing adjustments or indemnity claims. But how and when that money gets released can determine whether a seller sees their cash in weeks or years. The hosts walk through...

Episode 61 of The Acquisition Talk digs into the management equity plan — the MEP — a compensation structure that private equity firms use to align leadership with fund returns. But for CEOs and operating executives, the MEP often comes with hidden strings: preferred return hurdles, clawback provisions, and forfeiture windows that can leave top talent with nothing if a deal drags past year five. L...

Lucas and Luna unpack the hidden risks of reps and warranties insurance in middle-market M&A. They examine a 2024 case where a $200 million deal collapsed after a buyer discovered a data privacy breach that the RWI carrier refused to cover, citing a 'known breach' exclusion buried in the policy's underwriting notes. Lucas explains how RWI shifted from a seller-friendly tool to a litigation battlef...

Lucas and Luna break down one of the most overlooked clauses in a middle-market acquisition: the SPA indemnity holdback. Using a real-world case of a $50 million industrial distributor sale, they explain how a 15% holdback — meant to cover post-close breaches — became a leverage weapon for the buyer. They walk through the negotiation trap: standard language holds 10-20% of the purchase price in es...

Episode 58 of The Acquisition Talk digs into one of the most overlooked deal-killers for small-business sellers: the indemnity escrow cap. Lucas and Luna walk through a real 2023 case where a $12 million SaaS exit turned into a $3.8 million clawback because the cap was tied to the full purchase price instead of the deal size. They explain how the standard 10-15 percent escrow can balloon when earn...