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PE firms conduct rigorous financial and legal due diligence, but their commercial diligence is often thin. They approve aggressive growth theses based on a sales organization that was never designed for, or examined on, its ability to deliver, leading to missed targets post-acquisition.
Private equity firms often hire commercial leaders based on past roles and industry experience, which may not fit the current needs of the business. This leads to hiring "the memory, not the moment," resulting in poor performance for organic growth initiatives.
When selling to a PE firm, entrepreneurs must realize the buyer's unit of optimization is their entire portfolio, not the single acquired company. A PE firm acts as an asset manager allocating resources across investments. This means decisions about your former company will be made in the context of their broader portfolio performance.
When market competition compresses returns, PE firms that rigidly stick to historical IRR targets (e.g., 40%) are forced to underwrite increasingly risky deals. This strategy often backfires, as ignoring the elevated risk of failure leads to more blow-ups and poor fund performance.
Unlike venture capital, private equity investment theses should not depend on building a new product for a new market. Entering a deal with this requirement is a significant red flag, as PE focuses on optimizing existing, proven models, not high-risk, venture-style exploration.
Contrary to the narrative that PE firms create leaner, more efficient companies, the data reveals a starkly different reality. The debt-loading and cost-cutting tactics inherent in the PE model dramatically increase a portfolio company's risk of failure.
The M&A market has shifted. Buyers no longer accept simple revenue aggregation. They now conduct deep diligence to disaggregate organic from inorganic growth, demanding proof of a sustainable growth engine beyond just making acquisitions.
Many PE firms use backward-looking commercial due diligence, which is superficial and fails to assess a target's true growth potential. A more effective approach is go-to-market focused due diligence that evaluates the scalability of the future revenue engine, not just past performance.
Software PE has gone from a niche to a crowded market full of generalist investors, or 'late-cycle tourists,' who keep valuations high. These firms lack the technical expertise to properly assess new risks like AI readiness, leading them to either overpay or kill deals based on superficial tech diligence reports, creating market instability.
PE firms often focus on the value creation plan during underwriting but neglect talent assessment. Evaluating the existing team and planning for development or replacement *before* the deal closes leads to better outcomes and avoids later surprises.
Founders should not mistake PE firms for VCs. PEs prioritize underwriting downside risk over capturing upside potential. This makes them quick to halt acquisitions during downturns or periods of uncertainty (like the current AI shift) and slow to re-engage, often missing opportunities that more agile strategic buyers will seize.