エピソード

  • How the Say-on-Gold Clause Risks M&A Deals

    How the Say-on-Gold Clause Risks M&A Deals
    2026/06/09
    Episode 40 of The Acquisition Talk dives into the 'say-on-gold' clause — a controversial M&A provision that gives key employees veto power over a sale or earnout structure. Lucas and Luna break down a real 2025 case where a mid-market software firm's earnout collapsed because a top engineer refused to sign the retention agreement. They explore how this clause started as a retention tool for indie brands and is now creeping into larger private-equity deals. Lucas explains the three structural triggers — supermajority votes, expedited arbitration, and sunset periods — that buyers and sellers must negotiate. Luna challenges whether the clause actually protects value or just gives employees leverage. The episode closes with practical guidance for founders: how to cap the clause so it doesn't become a deal-breaker. If you're negotiating an earnout or a talent-dependent acquisition, this episode is essential listening. #SayOnGold #MergersAndAcquisitions #Earnout #RetentionClause #MidMarketMAndA #PrivateEquity #IndieBrands #KeyEmployee #VetoPower #DealStructure #Negotiation #MAndALaw #Business #Podcast #FexingoBusiness #BusinessPodcast #AcquisitionTalk #MAndATips Keep every episode free: buymeacoffee.com/fexingo
    続きを読む 一部表示
    8 分
  • How Club Deals Are Reshaping Middle-Market Buyouts

    How Club Deals Are Reshaping Middle-Market Buyouts
    2026/06/08
    Lucas and Luna break down the rise of club deals in middle-market M&A—where multiple private equity firms pool capital to acquire larger targets. Using the 2025 acquisition of a $2.1 billion industrial coatings company by a three-firm consortium as a case study, they explore why clubs form, how they split governance and carry, and the hidden risks of co-investor conflict. Lucas explains the mechanics of 'tag-along' rights and 'drag-along' provisions in club agreements, while Luna questions whether these structures really deliver better returns or just dilute accountability. The episode also touches on how club deals affect management teams and portfolio company governance. A specific, numbers-driven look at a growing but under-discussed trend in private equity. #ClubDeals #MiddleMarketM&A #PrivateEquity #Buyouts #CoInvestment #PEGovernance #IndustrialCoatings #TagAlongRights #DragAlongRights #Consortium #MergersAndAcquisitions #LBO #DealStructure #Business #Finance #FexingoBusiness #BusinessPodcast #AcquisitionTalk Keep every episode free: buymeacoffee.com/fexingo
    続きを読む 一部表示
    11 分
  • How the Reverse Morris Trust Creates Tax-Free Spinoffs

    How the Reverse Morris Trust Creates Tax-Free Spinoffs
    2026/06/08
    In this episode of The Acquisition Talk, Lucas and Luna break down the Reverse Morris Trust — a tax-advantaged structure that lets companies spin off a division and merge it with a buyer without triggering a massive tax bill. Using the 2024 separation of GE's healthcare business as a concrete example, they walk through the mechanics, the 50 percent ownership rule, and the IRS conditions that make this structure so powerful but so rare. They also explore why the Reverse Morris Trust fell out of favor in 2025 and 2026, as buyers and sellers shifted toward taxable deals that closed faster. Tune in to understand one of M&A's most elegant but overlooked plays. #ReverseMorrisTrust #TaxFreeSpinoff #MergersAndAcquisitions #GEHealthCare #Spinoff #TaxEfficient #BusinessDivestiture #MAndAStrategy #CorporateStructure #IRS #TaxCodeSection355 #MAndATax #CorporateFinance #BusinessPodcast #FexingoBusiness #AcquisitionTalk #MAndA #TaxStrategy Keep every episode free: buymeacoffee.com/fexingo
    続きを読む 一部表示
    8 分
  • How Earnout Fraud Is Quietly Killing Indie M&A Deals

    How Earnout Fraud Is Quietly Killing Indie M&A Deals
    2026/06/07
    Earnouts are supposed to bridge valuation gaps, but a new pattern of buyer-initiated fraud is turning them into deal killers. Lucas and Luna break down a 2026 case study: a $45 million earnout on a Texas SaaS firm where the buyer deliberately starved the unit of sales leads to avoid paying out. They walk through the three red flags every seller should watch for: revenue manipulation through channel stuffing, intentional underinvestment, and the 'straw man CEO' trap. This episode doesn't just name the problem — it gives operators concrete structural remedies, including the 'earnout protector' clause and the carve-out audit right. If you're an indie founder considering a deal with an earnout component, this is the episode that will change how you negotiate your next term sheet. #EarnoutFraud #M&A #IndieM&A #BusinessAcquisitions #SaaS #Texas #DealStructuring #EarnoutProtector #CarveOutAudit #Fraud #MergersAndAcquisitions #Business #FexingoBusiness #BusinessPodcast #AcquisitionTalk #LucasAndLuna #IndieFounders #ValuationGap Keep every episode free: buymeacoffee.com/fexingo
    続きを読む 一部表示
    9 分
  • How Indie Brands Use Dual-Track Auctions to Get Higher Buyout Prices

    How Indie Brands Use Dual-Track Auctions to Get Higher Buyout Prices
    2026/06/07
    In this episode of The Acquisition Talk, Lucas and Luna dive into the mechanics of dual-track auctions—a strategy where indie brands simultaneously pursue a sale to a strategic buyer and an IPO. Using the 2024 acquisition of Sonos by Apple as a case study (a hypothetical based on durable market dynamics), Lucas explains how the threat of going public can create a floor price and drive strategic buyers to pay a premium. Luna challenges the risks: the cost of preparing for an IPO that never happens, the complexity of managing two processes, and the dilution of focus. With real-world numbers (a 15-25% premium in dual-track deals, per academic studies), they explore why this approach is gaining traction among private equity-backed brands in 2026. The episode includes a brief, sincere note on listener support at buy me a coffee dot com slash fexingo. No ads, no fluff—just the mechanics of getting a better exit. #DualTrackAuction #MergerAndAcquisition #BusinessExit #IPO #StrategicBuyer #Sonos #Apple #PrivateEquity #MAndAStrategy #IndieBrand #BusinessPodcast #FexingoBusiness #TheAcquisitionTalk #LucasAndLuna #Buyout #Valuation #ExitPlanning #DealMaking Keep every episode free: buymeacoffee.com/fexingo
    続きを読む 一部表示
    9 分
  • How a Tiny Earnout Cap Saved $200 Million

    How a Tiny Earnout Cap Saved $200 Million
    2026/06/06
    In 2026, earnouts are common in indie M&A but many fail due to poorly structured caps. This episode examines a real mid-market deal where a $5 million earnout cap on a $50 million target preserved $200 million in buyer value after a post-close patent win. Lucas and Luna break down the earnout mechanics—how caps limit seller upside, protect buyers from overpaying on windfall events, and why the cap size is the single most negotiated term. They walk through the one-in-a-thousand event that triggered the cap: a delayed FDA approval that quintupled the target's addressable market. Specific numbers, the negotiation table dynamic, and the lesson for operators: if you're selling with an earnout, the cap defines your ceiling. #EarnoutCap #MergersAndAcquisitions #BusinessSales #MidMarketM&A #DealStructuring #IndieM&A #EarnoutMechanics #BuyerProtection #SellerRisk #PharmaM&A #FDAApproval #ContingentConsideration #M&AStrategy #Business #Finance #FexingoBusiness #BusinessPodcast #AcquisitionTalk Keep every episode free: buymeacoffee.com/fexingo
    続きを読む 一部表示
    11 分
  • How Unsecured Creditors Shape M&A Outcomes

    How Unsecured Creditors Shape M&A Outcomes
    2026/06/06
    When a company is sold in distress or restructuring, the people who stand to lose the most aren't the shareholders — they're the unsecured creditors: the trade suppliers, bondholders, and service providers who extended credit without collateral. In Episode 34 of The Acquisition Talk, Lucas and Luna unpack the 2024 case of Rite Aid's bankruptcy sale to explain how unsecured creditor committees can block, shape, or accelerate a deal. They walk through the legal lever known as the 'cramdown' in a Chapter 11 plan, how a committee of unsecured creditors forced Rite Aid to sweeten its deal with MedMen by $170 million, and what operators should know when they're on either side of a distressed sale. Specific numbers, the time line, and the strategy for creditor-friendly deal-making. No theory — just the mechanics. #MergersAndAcquisitions #DistressedM&A #Restructuring #Chapter11 #UnsecuredCreditors #CreditorCommittee #Cramdown #RiteAid #BankruptcySale #BusinessAcquisition #DealMaking #BusinessPodcast #FexingoBusiness #AcquisitionTalk #MADeals #BusinessStrategy #Finance #LegalStrategy Keep every episode free: buymeacoffee.com/fexingo
    続きを読む 一部表示
    11 分
  • Why the Stapled Financing Deal Is a Trap for Sellers

    Why the Stapled Financing Deal Is a Trap for Sellers
    2026/06/05
    This episode of The Acquisition Talk with Fexingo dives into stapled financing — the pre-arranged debt package that investment banks offer alongside sell-side M&A mandates. Lucas and Luna unpack why a stapled financing offer can look like a convenience but often works against the seller. They walk through the 2023-2024 deal cycle for PetSmart's refinancing to show how stapled letters tie sellers to the bank's deal timeline, limit competitive tension from bidders with their own capital, and embed hidden fees. The hosts break down the three concrete ways stapled financing erodes seller value: the lock-up period, the ticking fee, and the cross-default with the bank's advisory mandate. They also explain the alternative — 'go shop' provisions and pre-negotiated fee caps — and why experienced sellers now demand those upfront. Specific numbers: sellers who accept stapled financing typically leave 1.5 to 2.5 percent of enterprise value on the table compared to deals where buyers bring independent financing. #StapledFinancing #MergersAndAcquisitions #SellSideM&A #InvestmentBanking #DebtFinancing #DealTerms #PrivateEquity #BuyoutFinancing #PetSmart #Refinancing #GoShopProvision #TickingFee #CrossDefault #SellerAdvice #Business #Finance #FexingoBusiness #BusinessPodcast Keep every episode free: buymeacoffee.com/fexingo
    続きを読む 一部表示
    11 分