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As over-leveraged software companies fail, a new investment class will emerge. "Software special situations" funds will acquire these distressed assets from creditors, abandon growth-at-all-costs, and focus on restructuring for profitability and dividends, akin to a Constellation Software model.

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The market is indiscriminately punishing all software debt, creating bargains in quality companies with strong free cash flow. These firms will likely now prioritize paying down debt over M&A, mirroring the successful recovery playbook seen in the energy sector a decade ago.

Private equity firms, which heavily invested in software companies for their stable earnings, are now in a bind. The AI threat devalues these assets and complicates exits, forcing them away from traditional IPOs and toward more complex M&A strategies.

Historical analysis of distressed cycles in sectors like energy and retail shows that roughly one-third of the industry's debt defaulted over a two-year period. Applying this precedent to the software sector, which has approximately $300 billion in debt, suggests a potential default wave of around $100 billion if current pressures continue.

The surge in Australian VC funding in 2020-21 created 500-900 software companies that are now under pressure to find an exit. This cohort of 'venture orphans' represents a significant, time-sensitive acquisition opportunity for HoldCos and other buyers.

An expert warns of a "mini bubble" where private credit funds lent heavily to PE firms buying unprofitable software companies based on high ARR multiples. With falling valuations, AI disruption, and a wall of debt maturing, a wave of defaults and restructurings is imminent.

Unlike public companies, highly leveraged SaaS firms bought by PE face a brutal reckoning. With no growth to pay down debt, they must slash headcount and R&D. This leads to a long, nasty grind of declining quality and market relevance, even if customer inertia keeps them alive for years.

With fewer traditional credit cycles, the most fertile ground for distressed investing lies in industry-specific downturns caused by technological or policy shifts. These "microcycles" offer opportunities to invest in good companies working through temporary, concentrated disruption.

Investor uncertainty about the long-term viability of software business models due to AI is causing a fundamental shift in valuation. Instead of paying a premium for future growth, investors are now demanding immediate returns like dividends, effectively treating established software firms as value stocks rather than growth stocks.

The sectors with the most distress are tech, healthcare, and services, specifically among companies taken private via leveraged buyouts. Many of these deals were predicated on aggressive synergies and growth that failed to materialize, leaving them far more levered than originally planned and vulnerable to downgrades.

Roughly one-third of the private credit and syndicated loan markets consist of software LBOs financed before the AI boom. Goodwin argues this concentration is "horrendous portfolio construction." As AI disrupts business models, these highly levered portfolios face clustered defaults with poor recoveries, a risk many are ignoring.

The Software PE Debt Crisis Will Create a "Software Special Situations" Asset Class | RiffOn