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The Materiality Scrape Trap That Scuttled a 60 Million Deal
In this episode of The Acquisition Talk, we dissect a deal that fell apart over a single overlooked clause: the materiality scrape. When a private equity firm agreed to buy a niche manufacturing company for $60 million, they thought they had negotiated a standard bring-down condition. But the seller's counsel slipped in a 'materiality scrape' that erased the protection at closing. The result? The buyer discovered a $9 million customer loss two days after signing, but couldn't walk away or reprice. We walk through the exact language of the scrape, how it interacts with…
The skinny
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