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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.

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The traditional PE strategy involves buying legacy companies and cutting costs by ~10%. AI enables startups to rebuild entire industries from scratch, slashing costs by 90-99%. This allows VCs to fund disruptors that can out-compete and dismantle sectors previously dominated by PE roll-ups.

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.

Private Equity-backed companies are significantly behind their venture-backed counterparts in AI spending. This is largely because their CFOs and sponsors demand a clear, quantifiable return on investment and P&L impact, a difficult hurdle for emerging and experimental AI technologies.

Recognizing that enterprises struggle to deploy AI effectively, some PE firms are acquiring traditional businesses. Their strategy is to directly own the change management process, forcing AI implementation to unlock latent value that the original management couldn't capture on their own.

The rapid evolution of AI means traditional private equity M&A timelines are too slow. PE firms and their portfolio companies must now behave more like venture capitalists, acquiring earlier-stage, riskier AI companies to secure necessary technology before it becomes unaffordable or obsolete.

A significant, under-the-radar headwind for tech M&A is the instability in the private credit market. Private equity firms, which rely on borrowing to finance large software acquisitions, face higher loan costs and investor uncertainty about the long-term value of software companies. This financial friction is stalling deals that would otherwise happen.

For over a decade, SaaS products remained relatively unchanged, allowing PE firms to acquire them and profit from high NRR. AI destroys this model. The rate of product change is now unprecedented, meaning products can't be static, introducing a technology risk that PE models are not built for.

For years, founders of profitable but slow-growing SaaS companies could rely on a private equity acquisition as a viable exit. That safety net is gone. PE firms are now just as wary of AI disruption and growth decay as VCs, leaving many 'pretty good' SaaS companies with no buyers.

PE deals, especially without a large fund, cannot tolerate zeros. This necessitates a rigorous focus on risk reduction and what could go wrong. This is the opposite of angel investing, where the strategy is to accept many failures in a portfolio to capture the massive upside of the 1-in-10 winner.

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.

Private Equity's Risk Aversion Makes Them Unreliable Buyers in Uncertain AI Markets | RiffOn