Shows / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
Mergers and acquisitions are the engine of corporate growth, but most operators sit on the sidelines, afraid of the complexity. In The Acquisition Talk, Lucas and Luna cut through the mystique with real numbers and real deals: how a mid-market manufacturer in Ohio bought out its competitor without a PE sponsor, why a SaaS founder walked away from a nine-figure offer, and what the accounting treatment of goodwill actually means for your balance sheet. Each episode walks through a specific…
Episodes
The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for OperatorsThe Earnout Milestone Definition Trap That Cost a Seller 25 Million
In this episode of The Acquisition Talk with Fexingo, Lucas and Luna dissect a classic earnout definitional dispute. When a seller's earnout was tied to…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Material Adverse Change Clause That Cost a Seller 44 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a painful but instructive deal: a mid-market manufacturing business that lost $44 million when…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Escalation Clause That Cost a Buyer 38 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect the escalation clause — a seemingly innocuous pricing mechanism in private deal letters that…
- 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…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Earnout Seller's Best Friend: The Independent Arbitrator Clause
In this episode of The Acquisition Talk, Lucas and Luna dissect a specific post-closing dispute that cost a seller $24 million because the purchase agreement…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Closing Fee Trap That Cost a Seller 31 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a $215 million deal that fell apart because of a single overlooked line in the closing fee…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Tax Indemnity Trap That Cost a Seller 27 Million
In Episode 169 of The Acquisition Talk, Lucas and Luna dissect a little-known clause that quietly erased $27 million from a founder's payout: the tax…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Locked Box That Cost a Seller 33 Million
In this episode of The Acquisition Talk, Lucas and Luna break down the locked box mechanism — a pricing fix used in UK and European deals that can quietly…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Non-Compete Clause That Cost a Seller 26 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a deal that went sour because of a non-compete clause written too broadly. A founder sold his…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Working Capital False Peg That Cost a Seller 30 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a real-world deal where a seller lost $30 million because of a badly defined working capital…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Earnout Milestone Definition That Cost a Seller 25 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a real-world earnout failure: a seller who left 25 million dollars on the table because the…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Exclusivity Fee Trap That Cost a Seller 40 Million
In episode 164 of The Acquisition Talk, hosts Lucas and Luna dissect a little-known but devastating M&A pitfall: the exclusivity fee trap. When a seller signs…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Anti-Assignment Trap That Cost a Seller 16 Million
In episode 163 of The Acquisition Talk, Lucas and Luna dissect a deal that hinged on consent-to-assignment language buried in a B2B SaaS contract. A software…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Escrow Trap That Cost a Seller 19 Million
In this episode of The Acquisition Talk, Lucas and Luna dig into a deal that fell apart over something most operators barely think about: the escrow holdback…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Post-Closing Adjustment That Cost a Seller 35 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a real-world acquisition gone wrong: a $200 million deal where the seller walked away with $35…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Interest Rate Adjustment Clause That Cost a Seller 30 Million
In this episode, Lucas and Luna dissect a specific M&A pitfall that cost a seller $30 million: the interest rate adjustment clause buried in a purchase…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Purchase Price Allocation Trap That Cost a Buyer 20 Million
In this episode of The Acquisition Talk with Fexingo, Lucas and Luna dissect a deal that went wrong not during due diligence, but after closing — when the…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Working Capital Definition Trap That Cost a Seller 28 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a recent mid-market deal that fell apart over a single disputed line in the working capital…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Working Capital False Peg That Cost a Seller 30 Million
In Episode 157 of The Acquisition Talk, Lucas and Luna dissect a deal where a standard working capital peg turned into a $30 million dispute. They walk through…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Reps and Warranties Trap That Cost a Buyer 30 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a specific, costly M&A mistake: a buyer who skipped the reps and warranties insurance route and…
- 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…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Earnout Trap That Cost a Seller 40 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a $400 million deal where a seller's earnout clause backfired, costing them $40 million…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
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…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Working Capital Peg Trap That Cost a Seller 22 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect an M&A deal where a working capital peg clause quietly shifted $22 million out of a…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Deal Structure Trap That Cost a Seller 18 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a seller's $18 million mistake: choosing a stock deal over an asset sale without…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Data Room Leak That Sank a $75 Million Deal
In episode 150 of The Acquisition Talk, Lucas and Luna unpack a fresh M&A horror story: a seller's data room leak that torpedoed a $75 million acquisition…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The EBITDA Addback Trap That Cost a Seller 11 Million
In this episode, Lucas and Luna dissect a specific seller-side M&A failure: an $11 million loss caused by an over-aggressive EBITDA addback. They walk through…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The MAC Clause That Cost a Buyer 45 Million
When the deal is signed but not yet closed, a material adverse change clause can mean everything. In this episode, Lucas and Luna dissect a 2024 acquisition…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How an Anti-Sandbagging Clause Cost a Buyer $30 Million
Episode 147 of The Acquisition Talk dives into one of the most misunderstood provisions in M&A purchase agreements: the anti-sandbagging clause. Most sellers…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The IP Chain-of-Title Trap That Cost a Buyer 40 Million
In this episode of The Acquisition Talk, Lucas and Luna examine a costly M&A mistake: failing to verify intellectual property ownership before closing. They…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Material Adverse Change Trap That Cost a Buyer 45 Million
M&A contracts often include a Material Adverse Change (MAC) clause, allowing buyers to walk away if something fundamentally harms the target. But these clauses…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Financing Condition Trap That Cost a Seller 25 Million
In this episode of The Acquisition Talk, hosts Lucas and Luna dissect a six-figure M&A mistake: a seller who lost $25 million after a buyer invoked a loosely…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Indemnification Basket Trap That Cost a Seller 12 Million
In M&A, the indemnification basket is often a routine clause—until it isn't. This episode unpacks the difference between a 'deductible' basket…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Environmental Liability Trap That Cost a Seller 15 Million
In M&A, environmental liabilities can lurk beneath the surface. This episode of The Acquisition Talk with Fexingo examines a case where a seller of a…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Non-Compete Trap That Cost a Buyer 25 Million
In this episode, Lucas and Luna dissect a $25 million M&A disaster caused by a poorly drafted non-compete clause. When OmniCorp acquired software firm…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Customer Concentration Trap in M&A That Cost $40 Million
When a private equity firm acquired a SaaS company for $200 million, they assumed a 70% revenue concentration was a strength—until the customer renegotiated…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Management Retention Trap That Cost a Buyer $50 Million
In 2024, a private equity firm acquired a fast-growing SaaS company for $300 million. The founder and CEO was critical to client relationships and product…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A HSR Wait That Cost a Buyer 60 Million
Episode 138 of The Acquisition Talk examines a common but deadly M&A pitfall: the HSR second request. Lucas and Luna walk through the story of a private equity…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Seller Financing Subordination Trap That Cost a Buyer $35 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a common but dangerous M&A pitfall: the seller financing subordination trap. Using the…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Cultural Integration Trap That Cost a Buyer $20 Million
When a precision engineering firm bought a robotics startup for $150 million, they nailed the financial due diligence but ignored culture. Within 18 months…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Non-Solicit Trap That Cost a Buyer $30 Million
Lucas and Luna unpack a little-known deal-killer in M&A: the non-solicitation clause. When a mid-market tech buyer acquired a SaaS company for $120 million…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Tax Indemnity Trap That Cost a Seller $9 Million
Episode 134 of The Acquisition Talk with Fexingo dissects a bitterly learned $9 million lesson in tax indemnification. Lucas and Luna walk through the case of…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Earnout Trap That Cost a Seller $14 Million
Episode 133 of The Acquisition Talk with Fexingo. Lucas and Luna break down the earnout trap that cost a seller $14 million after a private equity buyer gamed…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Exclusivity Trap That Cost a Buyer $50 Million
Episode 132 of The Acquisition Talk dives into the no-shop clause — a standard fixture in M&A exclusivity agreements that nearly cost a serial acquirer $50…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Working Capital Peg That Cost a Seller $6 Million
In this episode, Lucas and Luna dissect a surprisingly expensive M&A artifact: the working capital peg. Using the real-world case of a mid-market industrial…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Post-Closing Audit Trap That Cost a Buyer $10 Million
In this episode of The Acquisition Talk, Lucas and Luna unpack a little-known pitfall in M&A: the post-closing audit trap. They walk through the real-world…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Data Room Trap That Sank a $30 Million Deal
In Episode 129 of The Acquisition Talk, Lucas and Luna dissect a $30 million acquisition that collapsed because the seller's data room was a mess. They…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Termination Fee Trap That Cost a Buyer $22 Million
Lucas and Luna dissect a real-world M&A disaster where a buyer ignored the termination fee clause in a letter of intent and lost $22 million when a competitor…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Purchase Price Adjustment Trap That Cost a Seller $8 Million
In this episode of The Acquisition Talk with Fexingo, hosts Lucas and Luna dissect a purchase price adjustment trap that cost a medical device company's…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Working Capital True Up That Cost a Seller $3 Million
In this episode of The Acquisition Talk, Lucas and Luna dissect a common but costly M&A trap: the working capital true-up. They walk through a real-world case…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Escrow Trap That Cost a Seller 40 Percent of Their Payout
When you sell a business, the standard escrow holdback seems like a routine safeguard — 10 percent of the purchase price held for 18 months. But in this…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Reps and Warranties Insurance Trap That Cost a Buyer $18 Million
Episode 124 of The Acquisition Talk examines the hidden risks of reps and warranties insurance in M&A. Lucas and Luna dissect a real-world case where a buyer…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Material Adverse Change Trap That Killed a $200 Million Deal
Lucas and Luna dissect a 2025 Delaware Chancery Court ruling where a buyer walked away from a $200 million acquisition after a target company lost its largest…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Break Fee Trap That Cost a Buyer $45 Million
When the $400 million acquisition of a cloud infrastructure company collapsed due to a surprise regulatory filing, the buyer assumed they'd get their due…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Covenant Trap That Cost a Buyer $25 Million
In this episode of The Acquisition Talk, Lucas and Luna dive into one of the most overlooked deal-killers in M&A: the negative covenant trap. They walk through…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Stock-for-Stock Trap That Cost a Seller 80 Percent
Episode 120 of The Acquisition Talk dives into a specific M&A risk that sellers often overlook: stock-for-stock deals where the buyer's shares collapse…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Non-Compete That Cost a Buyer $12 Million in Lost Revenue
Episode 119 of The Acquisition Talk examines a lesser-known trap in M&A: the non-compete agreement that was too narrow. Lucas and Luna break down a real-world…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Indemnification Survival Trap That Wiped Out a $40 Million Deal
In this episode of The Acquisition Talk, Lucas and Luna dive into one of the most overlooked pitfalls in M&A: the indemnification survival period trap. They…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Retention Bonus That Backfired on a Private Equity Firm
Episode 117 of The Acquisition Talk examines a real-world case from early 2026 where a mid-market private equity firm structured a retention bonus to keep key…
- The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The Management Roll-Up Trap in M&A That Cost a CEO His Company
In Episode 116 of The Acquisition Talk, Lucas and Luna examine one of M&A's most underappreciated failure modes: the management roll-up trap. They walk…