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Lucas and Luna dive into a new clause appearing in software acquisition term sheets: earnouts tied to the performance of acquired AI models, not just revenue or user growth. They examine a recent deal—Malaysia's Respond.io raising $62.5M with acquisition plans—and explain how AI model retention metrics are changing the earnout calculus. Drawing on data from ServiceNow's 2.6% dip and Palantir's 2% gain, they discuss why buyers are increasingly protecting their AI investments. This episode offers a concrete look at the next frontier in M&A deal structuring, with practical implications for founders and acquirers alike.
#TechM&A #SoftwareAcquisitions #AIEarnouts #Respondio #ServiceNow #Palantir #AIModelRetention #EarnoutClauses #SaaSDeals #BusinessTechnology #MergersAndAcquisitions #VentureCapital #StartupExits #PrivateEquity #ArtificialIntelligence #FexingoBusiness #BusinessPodcast #TechDeals
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Episode 53 of Tech M&A with Fexingo dives into the growing influence of private equity in software acquisitions. Lucas and Luna examine how PE firms are outbidding strategic buyers, using creative deal structures like minority stakes and continuation funds. They discuss a recent $4.2 billion take-private of a mid-cap SaaS company, analyze the role of debt financing in a rising-rate environment, and explore what this means for founders and employees. With references to current market data—including a 6.4% drop in Oracle and a 13.3% slide in Adobe—they connect macro trends to specific deal behavior. This episode offers concrete insights for anyone following tech deal-making, from investment bankers to startup operators.
#PrivateEquity #SoftwareM&A #TechDeals #LBO #SaaS #ContinuationFunds #MidCap #TakePrivate #DebtFinancing #Oracle #Adobe #Founder #EmployeeRetention #Business #Finance #FexingoBusiness #BusinessPodcast #TechM&A
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In this episode of Tech M&A with Fexingo, Lucas and Luna explore a new wrinkle in software acquisition earnouts: AI model retention. As more SaaS startups embed proprietary AI models into their products, acquirers are rewriting earnout metrics to ensure key talent stays, not just to hit revenue targets. Lucas uses the recent 16.7% drop in Adobe stock—despite strong subscription growth—to illustrate how investors are pricing in AI transition risk. The hosts discuss how earnouts now include clauses tied to model performance, data pipeline maintenance, and team continuity, drawing on the broader selloff in software stocks through June 2026. A must-listen for founders, acquirers, and anyone navigating the shifting earnout landscape.
#TechM&A #Earnouts #SoftwareAcquisitions #AIRetention #SaaS #MergersAndAcquisitions #Business #Technology #Adobe #AI #Podcast #FexingoBusiness #BusinessPodcast #MADeals #TalentRetention #StartupExit #CorporateDevelopment #EarnoutClauses
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In this episode of Tech M&A with Fexingo, Lucas and Luna unpack the quiet shift in software earnout structures from growth-based targets to revenue retention. Using Oracle's 13% stock drop and Salesforce's 9% decline as a backdrop, they explore why buyers are now prioritizing customer stickiness over top-line expansion. The hosts examine a recent mid-market deal where the earnout was tied entirely to net revenue retention (NRR) instead of new bookings, and discuss how this change affects founders, employees, and deal valuations. With earnout durations stretching and 70% of software deals now including earnouts, this episode offers a practical look at what the shift means for sellers negotiating terms in a volatile market.
#SoftwareM&A #Earnouts #RevenueRetention #TechDeals #Oracle #Salesforce #NRR #M&AStrategy #Business #Finance #Technology #Podcast #FexingoBusiness #BusinessPodcast #TechAcquisitions #Valuation #DealStructure #SoftwareAcquisitions
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Lucas and Luna dig into a seismic shift in software M&A: regulatory scrutiny is no longer just a Big Tech problem. Using the collapse of Meta's $2 billion Manus deal as a case study, they explore how Beijing's demand to unwind the transaction signals a new era of geopolitical deal risk. They also connect this to the broader market selloff in enterprise software stocks—Adobe, Salesforce, Oracle—and ask whether investors are pricing in deal uncertainty. Lucas explains why deal lawyers are now inserting 'regulatory breakout' clauses into mid-market term sheets, and Luna flags the growing trend of buyout firms hiring former antitrust officials. A focused look at how M&A strategy is being reshaped by regulators, not just boards.
#TechM&A #SoftwareAcquisitions #Meta #Manus #RegulatoryRisk #Geopolitics #Beijing #DealStructuring #Antitrust #EnterpriseSoftware #Adobe #Salesforce #Oracle #MarketSelloff #Business #Technology #FexingoBusiness #BusinessPodcast
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Software M&A earnouts are getting longer, but the real fight isn't between buyer and seller anymore. Lucas and Luna examine why earnout durations have stretched from 12 months to 36 months, and how tech giants like Salesforce and Oracle are now using extended earnout windows as a competitive weapon. They unpack the logic behind a recent Adobe deal where the earnout spans four years, and what that means for founders considering an exit. With the S&P 500 down 5.2% in the last five days and software stocks like Adobe and Salesforce getting hammered, the hosts ask: are longer earnouts a safety net or a trap? Plus, a look at how earnout structures are shifting to include revenue retention targets instead of growth milestones. This is episode 49 of Tech M&A with Fexingo.
#TechM&A #SoftwareAcquisitions #Earnouts #MergersAndAcquisitions #CorporateDevelopment #M&AStrategy #Business #Technology #FexingoBusiness #BusinessPodcast #Salesforce #Oracle #Adobe #RevenueRetention #DealStructure #Founders #ExitStrategy #PrivateEquity
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On this episode of Tech M&A with Fexingo, Lucas and Luna explore how the SpaceX IPO — expected to value the company at over $250 billion — is already distorting private-market valuations and M&A deal terms for space-tech and defense startups. They break down why strategic buyers like Lockheed Martin and Northrop Grumman are rushing to acquire smaller satellite and propulsion firms before public comps reset, and why earnout structures are becoming more aggressive in the sector. Lucas shares a specific case: a small propulsion startup that tripled its valuation ask after the SpaceX S-1 filing. They also tie in the broader tech sell-off — Adobe down nearly 17% in five days — to explain why buyers are getting pickier even as they race to close deals. If you're building or investing in deep-tech, this episode gives you the playbook for navigating a market where one IPO changes the math overnight.
#SpaceXIPO #SpaceTech #MergersAndAcquisitions #Earnouts #DefenseTech #Valuation #SatelliteStartups #LockheedMartin #NorthropGrumman #PrivateEquity #TechM&A #Business #Technology #FexingoBusiness #BusinessPodcast #DeepTech #IPO #StrategicBuyers
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In this episode, Lucas and Luna explore why software M&A earnouts are increasingly tied to revenue retention rather than growth targets. With Adobe down 16.7 percent over the past five days and the IGV software ETF slipping 5.2 percent, the market environment is shifting. Lucas breaks down the mechanics of retention-based earnouts, using the example of a hypothetical $200 million deal where the seller's payout depends on keeping customers, not adding new ones. They discuss why buyers are pivoting, what it means for founders, and how this trend is reshaping deal structures in enterprise software M&A.
#SoftwareM&A #Earnouts #RevenueRetention #TechDeals #M&AStrategy #Adobe #IGV #EnterpriseSoftware #StartupExit #Business #Technology #FexingoBusiness #BusinessPodcast #TechM&A #MergersAndAcquisitions #DealStructuring #FounderAdvice #AcquirerDynamics
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Lucas and Luna dig into a counterintuitive shift in tech M&A: more buyers are structuring deals around employee retention, not just revenue targets. With Oracle down 14% and Salesforce off 10% in a week, the market is punishing acquirers who overpaid for talent they couldn't keep. They examine real earnout clauses where engineers trigger payments by staying two years, and why a $12 billion fundraise by Jeff Bezos's Prometheus is forcing software acquirers to rethink how they value human capital. Plus, a brief note on listener-funded independence.
#SoftwareM&A #EmployeeRetention #Earnouts #TechMergers #Oracle #Salesforce #PrometheusAI #TalentAcquisition #HumanCapital #DealStructuring #MAndA #JeffBezos #TechTalent #RetentionClauses #Business #Finance #FexingoBusiness #BusinessPodcast
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In this episode of Tech M&A with Fexingo, Lucas and Luna examine a striking trend in software M&A: the earnout duration has stretched from the typical 12 to 24 months to three years or more, even in deals under $200 million. They dissect a recent mid-market acquisition where the buyer insisted on a 36-month earnout tied to gross retention and expansion revenue, not just top-line growth. Lucas explains the structural logic: longer earnouts defer risk, align incentives with recurring revenue churn curves, and protect buyers from paying for growth that doesn't stick. Luna pushes back on whether this shifts too much risk to founders and key employees, who may be locked in for three years with uncertain payout. They reference Oracle's 13.8% drop this week and how enterprise software multiples are compressing, driving buyers to demand more proof before writing big checks. The episode closes with the hosts discussing whether extended earnouts are becoming a permanent feature of the deal landscape or a temporary reaction to market uncertainty. A natural donation segment appears late in the episode, hosted by the duo in their signature low-key style.
#SoftwareM&A #Earnouts #TechAcquisitions #MergersAndAcquisitions #RecurringRevenue #RetentionMetrics #MidMarket #DealStructuring #Oracle #EnterpriseSoftware #Business #Finance #BusinessPodcast #TechM&A #FexingoBusiness #MomentumInvesting #RiskManagement #ExitStrategy
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