How the Tuck-In Earnout Destroyed a SaaS Exit

Lucas and Luna dissect the 'tuck-in earnout' — a seemingly benign earnout structure that secretly aligns the buyer's incentives against the seller. Using the cautionary tale of a real $12 million SaaS deal that turned into a $1.2 million payout, they walk through how the earnout was tied to the acquirer's sales team adoption, which never happened. They explain why tuck-in earnouts are far riskier than standalone earnouts, how acquirers structure them to fail, and what sellers should demand instead — like a dedicated sales channel or a minimum marketing commitment. If you are a founder considering selling to a larger platform, this episode might save you millions. #TuckInEarnout #SaaSExit #MergersAndAcquisitions #EarnoutTraps #FounderAdvice #BusinessSale #AcquisitionStructuring #PrivateEquity #StrategicAcquirer #DealTerms #MistakesToAvoid #VentureCapital #StartupExit #Business #FexingoBusiness #BusinessPodcast #TheAcquisitionTalk #MADeals Keep every episode free: buymeacoffee.com/fexingo