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In this episode of Tech M&A with Fexingo, Lucas and Luna unpack a shift that's quietly reshaping software deal terms: the length of earnout periods. Once a standard two-year earnout was nearly automatic; now buyers are pushing for three- or even four-year earnouts tied to specific milestones like recurring revenue retention or AI model performance. Lucas walks through a recent mid-market SaaS acquisition where the earnout stretched to 36 months, and how that affected the seller's negotiating leverage. They discuss why longer earnouts are becoming the norm for AI-heavy targets, how they affect founder retention, and what the data from recent Q2 2026 deals shows about average earnout durations. Lucas cites a specific example from the cybersecurity space, referencing CISA's recent challenges to illustrate why buyers are demanding more time to verify product claims. If you're a founder or acquirer navigating software M&A, this episode offers actionable insight into one of the most negotiated lines in the deal sheet.
#TechM&A #EarnoutDuration #SoftwareAcquisitions #StrategicBuyers #FounderRetention #AIDeals #CybersecurityM&A #SaaSDeals #MileStones #DealTerms #MidMarketM&A #BusinessAndTechnology #CISA #RecurringRevenue #Valuation #FexingoBusiness #BusinessPodcast #TechDeals
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In this episode of Tech M&A with Fexingo, Lucas and Luna examine how acquirers are increasingly pricing customer willingness to pay into deal valuations. Using Oracle's recent acquisition of Cerner as a case study, they break down how subscription pricing models, discounting behavior, and customer upgrade history have become critical diligence metrics. Drawing on live market data from July 10, 2026 — including Oracle's -2.2% five-day decline and ServiceNow's flat performance — they explore why buyers now demand granular data on customer price sensitivity before signing a deal. The conversation also touches on how Meta's +11.5% surge reflects confidence in advertising-based willingness to pay models. A practical look at the new math behind software M&A.
#SoftwareM&A #CustomerWillingnessToPay #Oracle #Cerner #SubscriptionPricing #MADiligence #Meta #AdvertisingRevenue #CustomerDiscounting #UpgradeHistory #TechDeals #BusinessPodcast #FexingoBusiness #Podcast #Valuation #PricingPower #RevenueQuality #EnterpriseSoftware
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In this episode of Tech M&A with Fexingo, Lucas and Luna drill into a metric that has quietly become a deal-breaker in software acquisitions: implementation time. Drawing on recent data from ServiceNow and Snowflake, they explore why buyers are now discounting targets with long onboarding cycles and paying premiums for companies that can get customers live in under 30 days. They walk through a real-world case study of a mid-market SaaS exit that lost 20% of its valuation because average implementation ran 90 days. The conversation also covers how AI-driven onboarding tools are reshaping deal multiples, and why private equity firms are hiring implementation specialists to run diligence. No fluff, just the mechanics of modern tech dealmaking.
#SoftwareM&A #TechDeals #ImplementationSpeed #SaaS #ServiceNow #Snowflake #AI #PrivateEquity #Valuation #DueDiligence #CustomerOnboarding #RevenueRecognition #MergersAndAcquisitions #BusinessAndTechnology #FexingoBusiness #BusinessPodcast #PodcastEpisode #ExitStrategy
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In this episode of Tech M&A with Fexingo, Lucas and Luna explore a due diligence metric that is quietly reshaping deal terms: the customer acquisition cost payback period. Drawing on current market data — including Oracle's 2.8% five-day gain and ServiceNow's 2.4% uptick — they examine how strategic buyers are scrutinizing how quickly a target company recovers its sales and marketing spend. Using a hypothetical but representative case of a B2B SaaS firm, they walk through why a payback period over 24 months can trigger earnout clauses or lower multiples, while sub-12-month payback commands premium valuations. The conversation also touches on how this metric interacts with customer concentration and retention risk, two factors the show has covered in prior episodes. A brief, sincere donation segment supports the show's ad-free model.
#CustomerAcquisitionCost #PaybackPeriod #SoftwareM&A #DueDiligence #SaaS #Valuation #Earnouts #B2BSaaS #SalesEfficiency #UnitEconomics #LTVtoCAC #Oracle #ServiceNow #TechDeals #Business #Technology #FexingoBusiness #BusinessPodcast
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Episode 100 of Tech M&A with Fexingo. Lucas and Luna dive into how acquirers are increasingly pricing software targets based on customers' willingness to pay — using transaction-level data to assess pricing power and churn risk. They examine a real mid-market case: a $200 million HR SaaS acquisition where the buyer forced a 15% price increase post-close and lost 40% of customers within six months. Lucas explains how willingness-to-pay analysis now rivals ARR as a valuation metric, and why acquirers like Vista Equity and Thoma Bravo are hiring behavioral economists. The episode also touches on Adobe's 16% price hike last year and the backlash that followed. A practical look at a subtle but powerful shift in tech deal-making.
#SoftwareM&A #TechAcquisitions #WillingnessToPay #PricingPower #SaaSValuation #ChurnRisk #HRTech #Adobe #VistaEquity #ThomaBravo #BehavioralEconomics #ARRMetrics #CustomerRetention #MAndAPricing #Business #TechDeals #FexingoBusiness #BusinessPodcast
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Episode 99 of Tech M&A with Fexingo dives into a metric that's quietly reshaping how acquirers value software targets: willingness to pay (WTP). Lucas and Luna unpack why strategic buyers are now scrutinizing not just whether customers renew, but whether they'd pay more for the product. With concrete data points—including Adobe and ServiceNow's recent pricing moves, and a look at how Tesla's price cuts signal a different kind of WTP risk—they explain how this metric changes earnout structures and valuation multiples. If you're building or buying a SaaS company, this 12-minute episode gives you a fresh lens for pricing power as of mid-2026.
#TechM&A #SoftwareAcquisitions #CustomerWillingnessToPay #SaaSValuations #PricingPower #Earnouts #Adobe #ServiceNow #Tesla #FexingoBusiness #BusinessPodcast #Business #Finance #Technology #MergersAndAcquisitions #StrategicBuyers #RevenueQuality #CustomerValue
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In this episode, Lucas and Luna dig into a structural shift in software M&A: how buyers are pricing in customer concentration risk. Using the latest data — including Palantir's 15 percent surge in the last five days and a new billion-dollar SambaNova round — they explore why a single customer representing more than 10 percent of revenue is now a deal-breaker for many strategic acquirers. They walk through how due diligence has changed, what earnouts now look like for founder-led companies with concentrated customer bases, and why this trend may accelerate as AI startups lean on a handful of hyperscalers. If you're running a B2B software company or thinking about an exit, this episode has concrete numbers and deal terms you can use.
#SoftwareM&A #CustomerConcentration #MADueDiligence #Palantir #SambaNova #AIStartups #Earnouts #StrategicBuyers #RevenueRisk #BusinessPodcast #Technology #FexingoBusiness #DealStructuring #Valuation #B2BSaaS #ExitPlanning #Acquisition #RiskPricing
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In this episode of Tech M&A with Fexingo, Lucas and Luna explore a new clause appearing in software acquisition term sheets: the founder retention multiplier. As big tech buyers like Microsoft and Salesforce chase AI talent, acquirers are pricing the risk that a founder leaves within the first year. Lucas breaks down a recent deal where the earnout was tied to the founder's continued employment, and why the premium can be as high as 30 percent of the purchase price. They discuss the tension between golden handcuffs and founder autonomy, and how the market is starting to treat retention as a separate line item in deal models. Plus, a look at how this trend affects smaller startups being acquired for their teams.
#SoftwareM&A #FounderRetention #Earnouts #TalentAcquisition #TechDeals #M&A #GoldenHandcuffs #Microsoft #Salesforce #AI #StartupAcquisition #Business #Finance #Technology #FexingoBusiness #BusinessPodcast #DealRoom #VentureCapital
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In this episode, Lucas and Luna explore a new frontier in software M&A valuation: customer implementation velocity. Drawing on recent market data showing Palantir up 14.6% in five days and ServiceNow trading at a premium, they discuss how fast a software buyer can actually deploy a product is becoming a key pricing metric. Using the example of a hypothetical vertical SaaS acquisition, they break down how deal terms now include implementation timeline covenants and earnout structures tied to deployment speed. They also examine the rise of 'implementation-ready' targets and how this trend is reshaping the acquisition landscape for PE firms and strategic buyers.
#SoftwareM&A #CustomerImplementationVelocity #SaaS #MergersAndAcquisitions #Business #Technology #TechDeals #Valuation #Earnouts #DealTerms #Palantir #ServiceNow #PrivateEquity #StrategicBuyers #DeploymentSpeed #VerticalSaaS #FexingoBusiness #BusinessPodcast
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In this episode of Tech M&A with Fexingo, Lucas and Luna drill into a clause that rarely makes headlines but can crater a deal after signing: the founder stock lockup. With Palantir up 14.6 percent in the past five days and Snowflake trading at $262, the hosts examine how acquirers are tightening lockup terms to prevent key talent from cashing out and leaving. Lucas explains why a typical 180-day lockup is now being stretched to 365 days or even performance-based releases, using recent SaaS acquisitions as case studies. They also discuss how lockup negotiations reveal buyer intent—whether the acquirer wants the technology or the team. Luna pushes back on whether extended lockups are fair to founders who already deferred liquidity through the sale process. The conversation is grounded in real deal math: a $50 million earnout tied to retention targets, and how a poorly structured lockup nearly killed a vertical SaaS acquisition last quarter. If you're advising on or negotiating a software deal, this episode gives you the exact leverage points to watch for.
#SoftwareM&A #TechDeals #FounderLockup #EarnoutStructures #RetentionRisk #SAAcquisitions #DealNegotiation #Business #Finance #PrivateEquity #VentureCapital #MergersAndAcquisitions #ExitStrategy #LiquidityEvent #CorporateDevelopment #TechM&AWithFexingo #FexingoBusiness #BusinessPodcast
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