Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Representation That Cost a Seller 45 Million
In episode 172 of The Acquisition Talk, Lucas and Luna dissect a deal that went sideways over a single representation about customer concentration. A mid-sized software company, let's call it Northwind Analytics, was sold for 120 million dollars. But a year after closing, the buyer discovered that one client had quietly ballooned to 35 percent of revenue, triggering a breach of the reps and warranties. The result: a 45 million dollar indemnity claim that ate the seller's entire escrow and then some. Lucas walks through the exact language that created the trap, the due diligence that…
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