The Buyer & Seller Podcast with Fexingo: Business Brokers, Exits, and Private Sales Explained

Lucas and Luna dive into one of the most nerve-wracking phases of a business sale: due diligence. They break down a real case of a $12 million industrial distributor whose deal almost collapsed over a single environmental compliance issue. Lucas explains how sellers can prepare data rooms, anticipate buyer scrutiny, and avoid common pitfalls that kill deals at the finish line. The hosts discuss red flags buyers look for in financials, customer concentration, and contracts, and share strategies for keeping the deal on track when surprises surface. Listeners learn why due diligence is not just a buyer's weapon — smart sellers use it to build trust and justify their price. Specific tactics include the 30-day diligence clock, the role of earnouts to bridge valuation gaps, and how to handle a buyer's request for price reduction mid-process. This episode is essential for any business owner considering a sale in 2026. #DueDiligence #BusinessSale #MergersAndAcquisitions #ExitPlanning #PrivateSale #BusinessBrokers #DataRoom #Earnout #SellerTips #Valuation #DealKillers #IndustrialDistributor #EnvironmentalCompliance #CustomerConcentration #FexingoBusiness #BusinessPodcast #BuyerAndSeller #BusinessExit Keep every episode free: buymeacoffee.com/fexingo

Lucas and Luna dive into the story of a tiny three-person ad agency in Portland that sold to a global holding company for $120 million — but almost all of it was tied to an earnout that the founders had to survive for four years. They break down the earnout mechanics that actually worked, the specific revenue triggers that were tied to client retention, and why the founders chose to walk away from a lower all-cash offer. Along the way they discuss how earnout structures can align incentives between buyer and seller, the risk of earnout failure, and what small business owners should look for when a buyer insists on a performance-based payout. This episode also includes a brief moment of reflection on why listener-supported shows like this one stay free. #Earnout #BusinessSale #MergersAndAcquisitions #SmallBusinessExit #AdAgency #PrivateSale #BusinessBrokers #SellerTips #EarnoutStructure #BuyerSeller #BusinessPodcast #FexingoBusiness #ExitPlanning #Valuation #DealStructure #PortlandBusiness #BusinessM&A #ConversationalPodcast Keep every episode free: buymeacoffee.com/fexingo

In this episode of The Buyer & Seller Podcast, Lucas and Luna look at a deal that fell apart not over price or valuation, but over a single lease clause. They walk through the true story of a small manufacturing business in Ohio that had a signed letter of intent and a willing buyer, only for the landlord to trigger a clause that gave him the right of first refusal to buy the business himself. The buyer walked. The seller lost six months of time and legal fees. They break down what a 'continuous operation clause' is, why triple-net leases matter in a sale, and how sellers can get a landlord estoppel letter before listing their business. By the end, you will know exactly which lease provisions to flag before you even talk to a broker. #LeaseClauses #BusinessSale #LandlordRightOfFirstRefusal #TripleNetLease #ContinuousOperationClause #EstoppelLetter #SmallBusinessExit #OhioManufacturing #DealBreaker #AssetSale #CommercialLease #PrivateSale #BusinessBroker #ExitPlanning #FexingoBusiness #BusinessPodcast #BuyerAndSellerPodcast #LeaseAudit Keep every episode free: buymeacoffee.com/fexingo

In this episode, Lucas and Luna break down the earnout — one of the most misunderstood and misused tools in private business sales. Rather than rehashing the standard warnings, they focus on a specific structural fix: the 'fixed-earnout-plus-minimum-guarantee' model used by middle-market investment bankers in the lower-middle market. Lucas walks through a real-world example: a specialty-chemicals distributor that sold for $28 million with an earnout tied to gross-margin dollars, not revenue. They explain why that distinction matters, how a minimum guarantee floor changes seller leverage, and why buyers actually prefer a well-structured earnout over a lower fixed price. The episode closes with a concrete checklist for any seller entering earnout negotiations — including the one number every seller should track from day one. #EarnoutStructure #BusinessSale #PrivateSale #SellerProtection #MergersAndAcquisitions #MiddleMarket #ExitPlanning #BusinessBroker #GrossMargin #MinimumGuarantee #LiquidatedDamages #EarnoutNegotiation #DealStructure #SellerFinancing #AdvisorValue #BusinessPodcast #FexingoBusiness #TheBuyerAndSellerPodcast Keep every episode free: buymeacoffee.com/fexingo

Lucas and Luna revisit the earnout — a common deal structure that promises a higher sale price but often backfires. They break down why earnouts fail, using the cautionary tale of a software company founder who lost millions after missing revenue targets due to a key client's departure. The hosts explain the mechanics, the psychology, and how sellers can negotiate smarter earnout terms to protect themselves. This episode draws on broker data showing that nearly 40% of earnouts result in no additional payout, and offers practical advice on setting realistic milestones and avoiding common pitfalls. A must-listen for anyone considering selling their business or structuring a deal with contingent payments. #Earnout #BusinessSale #MergersAndAcquisitions #SellerBeWare #PrivateSale #BusinessBroker #DealStructure #PostClosing #RevenueTargets #EBITDA #ExitPlanning #OwnerFinancing #BusinessValuation #Negotiation #RiskManagement #Business #FexingoBusiness #BusinessPodcast Keep every episode free: buymeacoffee.com/fexingo

Lucas and Luna explore the world of buying a business directly from the owner, without a broker. They break down the pros, the risks, and the actual search process — from sourcing off-market deals to negotiating directly with sellers. The episode centers on a real case: a $2 million manufacturing company bought by a first-time buyer who found the deal through a trade association. Lucas explains why broker-exclusive listings often carry a premium, and how buyers can tap into networks of retiring owners who'd rather skip the 10% fee. Luna pushes back on the time cost of going solo, and the hosts walk through the legal and financial steps a buyer can't skip. A concrete guide for anyone considering a private acquisition without a middleman. #Business #BusinessPodcast #FexingoBusiness #PrivateSale #BusinessBroker #OffMarketDeal #DirectBuy #MergersAndAcquisitions #SmallBusiness #BuyingABusiness #ExitPlanning #OwnerFinancing #ConfidentialityAgreement #LetterOfIntent #DueDiligence #TradeAssociation #ManufacturingCompany #Negotiation Keep every episode free: buymeacoffee.com/fexingo

Lucas and Luna dive into the mechanics of earnouts in private business sales—a tool that can bridge valuation gaps but often sparks conflict. They walk through a real-world case: a $12 million industrial services deal where the seller agreed to a three-year earnout tied to customer retention. The hosts explain why earnouts fail when targets are vague, how to structure milestones that both sides can track, and the one clause that prevents post-sale sabotage. They also reveal surprising data: nearly 40 percent of private deals with earnouts result in post-closing disputes. If you're selling or buying a business, this episode gives you the playbook for making earnouts work—or deciding to walk away. #Earnout #BusinessSale #PrivateDeal #MergersAndAcquisitions #BusinessBroker #ValuationGap #SellerFinancing #EarnoutStructure #PostClosingDisputes #IndustrialServices #CustomerRetention #BusinessExit #BuyerSellerPodcast #FexingoBusiness #BusinessPodcast #SmallBusiness #ExitPlanning #DealStructure Keep every episode free: buymeacoffee.com/fexingo

Lucas and Luna dissect the earnout—a common deal structure in private business sales where part of the purchase price depends on future performance. They walk through a real case: a $20 million industrial coatings company where the earnout turned a smooth exit into a three-year nightmare. Listeners learn why earnouts exist, how they can backfire, and what a seller can negotiate instead. No theory—just the mechanics of how earnout clauses are written, measured, and litigated. Plus a short, sincere pitch for listener support that keeps the show free. #Earnout #BusinessExit #PrivateSale #MergersAndAcquisitions #SellersRemorse #DealStructure #BusinessBroker #ExitPlanning #IndustrialCoatings #PostCloseIntegration #WorkingCapital #EBITDA #EarnoutClause #BusinessSale #SellSide #FexingoBusiness #BusinessPodcast #BusinessBrokers Keep every episode free: buymeacoffee.com/fexingo

Lucas and Luna break down the earnout—a common but often misunderstood deal structure where part of the purchase price depends on future performance. They walk through a concrete case: a $50 million SaaS company acquisition where the earnout clause triggered a bitter dispute. Lucas explains how earnouts shift risk to the seller, why they're used in about 30% of private sales under $100 million, and what three protections every seller should demand before signing. Luna pushes back on whether earnouts ever truly benefit the seller, and they explore a better alternative: the seller note. By the end, listeners will know how to spot a dangerous earnout clause and when to walk away from the deal table. #Earnout #BusinessSale #MergersAndAcquisitions #PrivateCompanyExit #BusinessBroker #SellerFinancing #EarnoutClause #SaaS #ExitStrategy #BusinessValuation #RiskManagement #DealStructure #LucasAndLuna #FexingoBusiness #BusinessPodcast #BuyerSeller #PrivateSales #SellerNote Keep every episode free: buymeacoffee.com/fexingo

Lucas and Luna explore the often-overlooked world of internal succession sales — where employees buy the business instead of an outside acquirer. They dissect a real case: a regional insurance brokerage in Ohio that transitioned to its top producer over five years using an earn-out structure. Lucas breaks down the mechanics of seller financing, how to price a business when there's no competitive bid, and why internal sales close at higher rates but lower multiples. Luna pushes back on the idea that passing the business to insiders is always safer, and they get into the tax benefits of installment sales versus lump-sum cash-outs. If you've ever wondered how Main Street businesses change hands without a broker or a PE firm, this episode gives you the nuts and bolts — plus a concrete example you can cite. #Business #BusinessPodcast #FexingoBusiness #TheBuyerAndSellerPodcast #BusinessBrokers #Exits #PrivateSales #InternalSuccession #EarnOut #SellerFinancing #InstallmentSale #MainStreetBusiness #InsuranceBrokerage #Ohio #TopProducer #FamilyBusiness #Transition #BusinessExit Keep every episode free: buymeacoffee.com/fexingo

Lucas and Luna unpack the art and science of business valuation in a private sale. Instead of talking general theory, they walk through a real case: a $4.2 million specialty-parts manufacturer in the Midwest, sold in Q1 2026. Lucas explains why the broker used a multiple of seller's discretionary earnings rather than EBITDA, how earnouts bridged a 30% valuation gap, and why the final price had almost nothing to do with the financial statements alone. Luna challenges whether the 'rule of thumb' multiples actually help or just create anchoring bias. They also discuss why a buyer paid a 1.8x premium over the initial ask, and what that tells you about the negotiation dynamics in a confidential auction. If you are a business owner thinking about selling, or an entrepreneur looking to acquire, this episode gives you the vocabulary and the math to avoid the biggest mistakes in price discovery. #BusinessBrokers #Valuation #PrivateSale #SEarnings #Earnouts #MidMarketMAndA #SellingABusiness #DealStructure #Negotiation #BusinessExit #BuyerAndSeller #FexingoBusiness #BusinessPodcast #MergersAndAcquisitions #DueDiligence #SmallBusiness #Entrepreneurship #Finance Keep every episode free: buymeacoffee.com/fexingo

In this episode of The Buyer & Seller Podcast, Lucas and Luna dig into the data behind failed small-business sales. Over 60 percent of listed businesses never close. Lucas breaks down the top three deal-killers: unrealistic valuation expectations, incomplete financial records, and cultural mismatch with the buyer. He walks through a concrete example of a Midwest manufacturing firm that lost a buyer at the eleventh hour because owner-adjusted EBITDA had been inflated by 28 percent. Luna asks about the silent red flag that sophisticated buyers spot in the first five minutes of a tour. The hosts also discuss the concept of 'deal readiness' and why hiring an exit planner six to twelve months before listing can double the likelihood of a clean close. If you are considering selling your business, this episode will help you understand what buyers actually see when they walk in the door. #BusinessSales #MergersAndAcquisitions #SellSide #BuySide #DealBreakers #Valuation #EBITDA #ExitPlanning #SMB #BusinessBroker #PrivateSales #DueDiligence #CulturalFit #MidwestManufacturing #DealReadiness #FexingoBusiness #BusinessPodcast #LucasAndLuna Keep every episode free: buymeacoffee.com/fexingo

In Episode 1 of The Buyer & Seller Podcast, Lucas and Luna unpack the unlikely story of Cholula hot sauce, a family-run Mexican condiment brand that sold to a private equity-backed platform for $1.2 billion in 2020. They walk through how the founders built a cult following with zero marketing budget, why a small Ohio-based private equity firm called L Catterton led the deal, and what mom-and-pop sellers can learn about positioning a business for a premium exit. The hosts also break down the mechanics of a earnout structure, how multiples differ between strategic buyers and financial buyers, and why the average main street business sells for just 2.4 times earnings before interest, taxes, depreciation, and amortization — while Cholula commanded over 20 times. This episode sets the tone for a show that drills into real deal data, actual term sheets, and the decision frameworks buyers and sellers use every day. #Cholula #L Catterton #PrivateEquity #BusinessExit #M&A #Earnout #ValuationMultiple #FamilyBusiness #ConsumerBrands #Middleground #DealStructuring #BusinessBrokers #ExitPlanning #BuyerPerspective #SellerPerspective #Business #FexingoBusiness #BusinessPodcast Keep every episode free: buymeacoffee.com/fexingo