Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Earnout Adjustment Trap That Cost a Seller 55 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a $55 million earnout dispute that turned a celebrated deal into a cautionary tale. They explore how a post-closing EBITDA adjustment clause—meant to protect the buyer from a downturn—ended up punishing the seller for the very synergies the buyer had promised. Through the lens of a mid-market industrial software company sold in 2022, they walk through the drafting errors, the accounting fights over addbacks, and the legal gray zone that left the seller with a fraction of their earnout. Lucas breaks down why the earnout formula…
The skinny
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