How a Single Contingency Clause Saved a Billion-Dollar Deal

In this episode, Lucas and Luna dissect the 2023 acquisition of a mid-market SaaS company where a single well-crafted MAC clause prevented the buyer from walking away from a $1.2 billion deal when the target lost its largest customer during due diligence. They explain material adverse change clauses, how they differ from ordinary-course covenants, and why the seller's legal team insisted on a 'disproportionate impact' carve-out. Using real deal points from the actual term sheet, they show how contingency language can protect both sides without killing the transaction. The episode ends with a tactical framework for negotiating your own MAC clause in any M&A deal. No fluff, just the mechanics of one clause that saved a billion-dollar negotiation. #MaterialAdverseChange #MACClause #MergersAndAcquisitions #DealNegotiation #ContingencyClause #DueDiligence #SaaSAcquisition #TermSheet #BusinessNegotiation #FexingoBusiness #BusinessPodcast #DealMaking #ContractLaw #AcquisitionStrategy #NegotiationTactics #RiskAllocation #EarnoutProtection #BillionDollarDeal Keep every episode free: buymeacoffee.com/fexingo