Sunday, November 1

How Private Equity Buys and Sells Software Companies

Why do investors keep flipping software firms? See how software buyouts work, from recurring revenue to exits, and what they mean for customers.

Financial district towers, symbolizing software buyouts by private equity firms
Featured image: Horasis Global China Business Meeting 2013 - boardroom panel (10865474346) by Richter Frank-Jurgen, CC BY-SA 2.0, via Wikimedia Commons.

Every so often you will read that one investment firm has sold its stake in a software company to another. The headline numbers get the attention, but the more interesting question is why software buyouts keep happening in the first place. Here is how the pattern works, in plain terms.

What private equity firms actually do

A private equity firm raises money from large investors such as pension funds, endowments, and wealthy families. It pools that money into a fund and uses it to buy companies, often with borrowed money added on top. The firm then tries to make the business worth more, and eventually sells it.

Financial district towers, symbolizing software buyouts by private equity firms
Image: Levin Zhu, CEO, CICC, at a boardroom dialogue session, at the Horasis Global China Business Meeting 2009 – Flickr – Horasis by Richter Frank-Jurgen, CC BY 2.0, via Wikimedia Commons.

The usual holding period is several years. That is long enough to change how a company operates, but short enough that the fund can return cash to its investors on a schedule. When one firm sells to another, it is often called a secondary buyout, one common route in software buyouts. The seller is cashing out, and the buyer believes there is more value left to extract.

Understanding that timeline explains a lot. A fund has a life span, and the firm running it has to sell what it bought before the clock runs out. That pressure shapes nearly every one of these software buyouts.

Why software buyouts attract investors

Software companies have several traits that investors like.

  • Recurring revenue. Customers pay monthly or yearly subscriptions, which makes income easier to predict than one-off sales.
  • High gross margins. Once the product is built, serving one more customer costs relatively little.
  • Stickiness. Companies that run payroll, billing, or logistics on a system don’t switch lightly. Moving is expensive and risky.
  • Room to improve. Many software firms can adjust pricing, tighten sales spending, or cut waste without breaking the product.

Predictable income matters in software buyouts because of the borrowed money. A lender is more comfortable financing a business whose revenue is reasonably steady than one that swings wildly from quarter to quarter. This is a big reason private equity software deals are easier to finance than deals in many other industries.

The playbook after the purchase

Once a firm completes one of these software buyouts, it typically works on a handful of levers. None of them is magic, and they don’t always work, but they are common.

  1. Pricing. Many software firms underprice. Reviewing plans, adding tiers, and reducing discounts can lift revenue.
  2. Costs. Merging back-office teams, trimming duplicated tools, and moving work to cheaper locations all reduce spending.
  3. Add-on acquisitions. A firm may buy smaller competitors or adjacent products and fold them into the main platform.
  4. Better management. Bringing in executives who have scaled similar companies is common.

These moves in software buyouts can make a company healthier. They can also make it feel different to employees and customers, with fewer perks, tighter budgets, and a sharper focus on profit.

Add-on acquisitions deserve a closer look. A firm might buy a mid-sized product, then buy several tiny ones that fill gaps, and present the whole bundle as a bigger platform. Bigger companies often sell for higher multiples, so stitching pieces together can raise the final price even before any product improves.

How the exit works

When it is time to sell, the firm behind a software buyout has three main routes. It can sell to a larger company in the same field, known as a strategic buyer. It can sell to another private equity firm. Or it can take the company public through an initial public offering.

The price usually depends on a multiple of revenue or earnings. If the business has grown, its margins have improved, and its customers are staying, the multiple tends to be higher. That is the whole game in a sentence: grow the numbers, make them dependable, and sell to someone who will pay a premium for that dependability.

What software buyouts mean for customers

If you use a product caught up in software buyouts, there are a few things you may notice. Prices might rise at renewal. Support could be reorganized. Features that weren’t profitable might be dropped, while others get more investment. Sometimes the new owner brings real capital for engineering and the product gets better.

It is worth watching for a few signals:

  • Changes to contract terms or renewal notices
  • Announcements of product bundles or retired products
  • Shifts in support hours or channels
  • Merging of your vendor with another tool you use

If you rely heavily on one system, keep your data exportable in case software buyouts reach your vendor. Know how you would leave if you had to. That is good practice no matter who owns the vendor.

Reading these headlines sensibly

Headlines about software buyouts tell you a price and little else. To judge whether it is good news, you need more context: how fast the company was growing, how much debt came with the deal, and whether customers were staying. Most of that information isn’t in the first press release.

The broader lesson about software buyouts is that software has become a favorite asset for investors because it behaves a bit like a utility with better margins. Revenue repeats, customers stay, and costs can be managed. That explains why the same companies pass from owner to owner, each one convinced it can squeeze out another round of improvement.

Whether software buyouts are good for the product depends on how the new owner behaves. Some invest and build. Others mostly cut. As a customer, your best defense is simply to pay attention.

For a neutral background reference, the Wikipedia article on Private equity is a useful place to start.

Related reading: Why Big Software Makers Buy Cloud HR Companies and When Private Equity Buys a Media Brand: What Changes?.