Episodes

  • Why Software M&A Now Prices in Customer Migration Risk

    Why Software M&A Now Prices in Customer Migration Risk
    Jun 29 2026
    In this episode, Lucas and Luna examine why software acquirers are increasingly pricing customer migration risk into deal structures. With a 9.9% five-day gain in Snowflake meaning customers are reassessing their data infrastructure bets, the hosts discuss how buyers now audit customer migration patterns during due diligence. They explore real cases where acquisition values were adjusted due to embedded migration dependencies, and why earnouts increasingly hinge on migration cost and speed. Lucas breaks down the specific metrics dealmakers use, while Luna questions whether this marks a permanent shift in software M&A or a temporary reaction to the post-AI migration landscape. #SoftwareMA #CustomerMigration #DueDiligence #MAndA #Snowflake #TechDeals #CloudMigration #Earnouts #AcquisitionRisk #Business #Technology #FexingoBusiness #BusinessPodcast #DealRoom #MigrationCost #DataInfrastructure #RevenueRisk #PostAI Keep every episode free: buymeacoffee.com/fexingo
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    7 mins
  • How Software Earnouts Now Track Revenue Visibility

    How Software Earnouts Now Track Revenue Visibility
    Jun 28 2026
    Episode 79 of Tech M&A with Fexingo. Lucas and Luna explore why strategic buyers are now tying earnout payments to the timeliness of revenue recognition — not just revenue totals. They unpack a recent mid-market SaaS deal where the buyer inserted a 90-day 'revenue visibility window' clause after discovering the target's backlog was being booked as deferred revenue with no clear conversion timeline. The hosts tie this to broader market signals: Adobe's 4% gain and ServiceNow's 5.7% rise in a week where software stocks like Oracle shed 15% — suggesting investors are rewarding companies with predictable revenue streams. Plus, a look at how the SEC's latest revenue recognition guidance is reshaping M&A term sheets. #RevenueVisibility #SoftwareM&A #SaaS #Earnouts #EarnoutStructure #RevenueRecognition #SEC #ASC606 #Adobe #ServiceNow #Oracle #TechM&A #StrategicBuyers #DueDiligence #Business #Technology #FexingoBusiness #BusinessPodcast Keep every episode free: buymeacoffee.com/fexingo
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    7 mins
  • How Software M&A Now Prices in Open Source Dependency Risk

    How Software M&A Now Prices in Open Source Dependency Risk
    Jun 28 2026
    Episode 78 of Tech M&A with Fexingo dives into a growing concern for acquirers: the open source dependencies buried in a target's codebase. Lucas and Luna discuss how buyers like Salesforce and Adobe are now auditing for GPL licensing, abandoned upstream projects, and supply chain vulnerabilities. The hosts cite recent shifts in deal terms where earnouts now factor in a company's ability to maintain critical open source packages. They also reference stock moves in CRM, ADBE, and NOW as signals of investor focus on software quality. Plus, a look at how the Linux Foundation's new security initiative is reshaping due diligence checklists. #TechMandA #SoftwareAcquisitions #OpenSourceRisk #GPL #SoftwareSupplyChain #Earnouts #Salesforce #Adobe #ServiceNow #LinuxFoundation #Business #Technology #Podcast #FexingoBusiness #BusinessPodcast #TechDeals #SoftwareDevelopment #DueDiligence Keep every episode free: buymeacoffee.com/fexingo
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    6 mins
  • How Software M&A Now Prices In Customer Migration Risk

    How Software M&A Now Prices In Customer Migration Risk
    Jun 27 2026
    On Tech M&A with Fexingo, Lucas and Luna unpack a new due diligence frontier: customer migration risk. When a target company runs on its own infrastructure, acquirers now audit how hard it is to move customers to the buyer's platform. They discuss a recent case where a midmarket CRM acquisition fell apart because the target's data export system was so complex that migration would take 18 months. Lucas cites the latest show notes: cloud repatriation costs are now a line item in 40% of software deal term sheets, up from 12% two years ago. They explore how this changes earnout structures, integration timelines, and valuation multiples. Luna pushes back on whether this is just a negotiating tactic, and Lucas counters with hard data on post-merger churn rates for companies that skipped the migration audit. If today was actually useful to you, the way these stay ad-free is listener support — buy me a coffee dot com slash fexingo. #SoftwareMA #CustomerMigrationRisk #DueDiligence #MergerIntegration #CloudRepatriation #TechDeals #Earnouts #ChurnRate #DataPortability #Valuation #MAndA #BusinessAndTechnology #FexingoBusiness #BusinessPodcast #LucasAndLuna #CRM #PostMergerIntegration #MigrationCosts Keep every episode free: buymeacoffee.com/fexingo
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    10 mins
  • Why Software Earnouts Now Track Developer Retention

    Why Software Earnouts Now Track Developer Retention
    Jun 27 2026
    In this episode of Tech M&A with Fexingo, Lucas and Luna explore a growing trend in software acquisitions: earnouts tied to developer retention. As buyers pay premiums for engineering talent, deals are increasingly structured to keep key engineers on board post-close. Lucas cites a recent $1.2 billion acquisition where 40% of the earnout was tied to retaining the CTO and senior team for two years. Luna questions how retention metrics are defined — is it headcount or code output? The hosts also touch on how the FTC's recent approval of Elon Musk's acquisition of Mesh, a SpaceX alumni startup, signals a regulator-friendly environment for talent-driven M&A. With Microsoft's market cap hovering near $3 trillion and Big Tech competing for AI engineers, developer retention earnouts are becoming a standard clause. The episode draws on data from the IGV tech ETF and real-world deal structures to show how this shift is reshaping negotiations. A concrete look at how M&A contracts are evolving to protect the most valuable asset: people. #TechM&A #SoftwareAcquisitions #DeveloperRetention #Earnouts #TalentM&A #EngineeringVelocity #FTC #MeshAcquisition #ElonMusk #SpaceXAlumni #AIEngineers #TechTalent #IGV #Microsoft #MergersAndAcquisitions #BusinessAndTechnology #FexingoBusiness #BusinessPodcast Keep every episode free: buymeacoffee.com/fexingo
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    9 mins
  • Why Software M&A Now Tracks Revenue Concentration by Customer Tier

    Why Software M&A Now Tracks Revenue Concentration by Customer Tier
    Jun 26 2026
    Episode 75 of Tech M&A with Fexingo examines a new due diligence trend: buyers auditing not just how many customers a target has, but how revenue is distributed across customer tiers. Lucas and Luna dig into a real case—a $2B SaaS acquisition where the buyer discovered that 40% of recurring revenue came from customers paying below list price. They discuss how tier-based revenue concentration analysis is becoming a standard diligence item, what it reveals about pricing power and retention risk, and why private equity firms like General Atlantic are pushing for it. The hosts tie the conversation to current market signals: Adobe and Salesforce both up, Oracle cratering on cloud concerns, and the broader push for revenue quality over quantity. If you're building or buying software companies, this episode offers a practical lens on what sophisticated buyers are looking for. #SoftwareM&A #RevenueConcentration #CustomerTiering #SaaS #DueDiligence #PricingPower #PrivateEquity #GeneralAtlantic #Adobe #Salesforce #Oracle #RevenueQuality #TechDeals #M&ATrends #Business #Technology #FexingoBusiness #BusinessPodcast Keep every episode free: buymeacoffee.com/fexingo
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    10 mins
  • Why Software Buyers Are Now Auditing Revenue Quality

    Why Software Buyers Are Now Auditing Revenue Quality
    Jun 26 2026
    Episode 74 of Tech M&A with Fexingo examines the new due diligence frontier: revenue quality audits. Lucas and Luna discuss how strategic buyers like Microsoft and Oracle are scrutinizing recurring revenue sources for churn-prone, non-recurring components—such as one-time setup fees, professional services, and short-term consulting contracts masked as ARR. Citing Oracle's 17.3% stock drop this week and the 7.0% decline in Microsoft shares, they connect market anxiety about revenue sustainability to M&A practice. They explore a recent example where a $200 million SaaS acquisition unraveled after a forensic audit revealed 40% of reported ARR came from non-recurring services. The episode covers new waterfall disclosure templates, indemnity clauses tied to revenue composition, and how Net Revenue Retention (NRR) is being redefined to exclude 'bad' recurring revenue. A timely look at how macro volatility is reshaping deal terms. #RevenueQualityAudit #SoftwareM&A #TechDeals #Oracle #Microsoft #SaaS #ARR #DueDiligence #NetRevenueRetention #Earnouts #Business #Technology #FexingoBusiness #BusinessPodcast #TechMA #MergersAndAcquisitions #StrategicBuyers #RevenueRecognition Keep every episode free: buymeacoffee.com/fexingo
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    8 mins
  • Why Software M&A Now Prices In Customer Concentration Risk

    Why Software M&A Now Prices In Customer Concentration Risk
    Jun 25 2026
    In this episode, Lucas and Luna dive into how software M&A buyers are increasingly pricing in customer concentration risk, using the recent 17.3% drop in Oracle's stock as a lens. They discuss how a single customer dependency can crater a target's valuation, and why savvy acquirers are now baking concentration clauses into earnouts and deal structures. They also touch on the broader market sell-off in tech and what it means for dealmaking in Q2 2026. #SoftwareM&A #CustomerConcentration #Oracle #Earnouts #M&A #TechDeals #Valuation #RiskManagement #BusinessAndTechnology #FexingoBusiness #BusinessPodcast #TechM&A #DueDiligence #RevenueConcentration #SaaS #EnterpriseSoftware #MarketSellOff #M&AStrategy Keep every episode free: buymeacoffee.com/fexingo
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    9 mins