私募股权的曝险庞大：过去十年软体收购估计约占 PE 交易活动的 40%，也接近私募信贷放款的 1/3。这波荣景在估值自 2012 至 2022 大致翻倍后达到高峰，并由放款人以订阅收入作为承作基础所推动；Vista 与 Thoma 的合计资产由危机前不足 $3bn 升至约 $300bn，而 Thoma 亦成长至近 $200bn 的 AUM、约 220 名员工。大型高杠杆交易凸显规模：RealPage 与 Proofpoint 各自为 $10bn+；据报 Thoma 在两案合计投入 $15bn 股本，且各自筹得 $3bn+ 的银行债务；其他案例包括 Zendesk（$10.2bn，2022）、Medallia（$6.4bn）、Smartsheet（$8.4bn）与 Coupa（$8bn）。
压力正在累积，但可能在再融资时达到高峰：放款人表示风险约在 3 to 4 years 之后；UBS 策略师警告私募信贷违约率今年可能上升约 2 percentage points。估值已大幅重设：公开市场软体倍数从平均高于 20x revenue 下滑，跌幅超过 2/3；Apollo 的 Marc Rowan 警告部分资产如今已下跌 50% to 70%。资金分配也在落后：2019-2022 年募集的主要软体专注基金，对投资人返还的资本约为 1/3 或更少，同时仍有大量资金被绑定（例如 Blackstone 的 $82bn Bcred 约有 25% 配置于科技贷款，Golub Capital 约为 $90bn），提高了更多延后退出、重新定价与放款人收缩的机率。
Thoma Bravo’s roughly $2bn purchase of Verint became an early stress test for software buyouts as AI fears accelerated: the agreed price was cut by about 1/3 after the stock fell, and banks led by Santander later could place only about $1.5bn of the loan (at a loss), leaving a large slug of unsold debt. In the same period, investors were rattled by new AI capabilities such as Anthropic’s Claude Opus 4.6 and by sharp market moves, including a roughly 20% drop in shares of large software groups like Salesforce and ServiceNow and declines in big private-capital managers’ stocks.
Private equity’s exposure is large: software buyouts are estimated at about 40% of PE deal activity over the past decade and close to 1/3 of private credit lending. The boom peaked after valuations roughly doubled from 2012 to 2022 and was fueled by lenders underwriting against subscription revenue; Vista and Thoma’s combined assets rose to about $300bn from under $3bn pre-crisis, while Thoma grew to nearly $200bn AUM with about 220 staff. Big, leveraged deals highlighted the scale: RealPage and Proofpoint were each $10bn+; Thoma reportedly put $15bn of equity across them and raised $3bn+ of bank debt for each; other examples include Zendesk ($10.2bn, 2022), Medallia ($6.4bn), Smartsheet ($8.4bn), and Coupa ($8bn).
Pressure is building but may crest at refinancing: lenders say risk is about 3 to 4 years out; UBS strategists warn private-credit defaults could rise by about 2 percentage points this year. Valuations have reset hard: public software multiples fell from averages above 20x revenue to down more than 2/3, and Apollo’s Marc Rowan warned some assets are now down 50% to 70%. Distributions are lagging too: major software-focused funds raised in 2019-2022 have returned about 1/3 or less of investors’ capital, while large pools remain tied up (for example, Blackstone’s $82bn Bcred has about 25% in tech loans, Golub Capital is about $90bn), raising the odds of more delayed exits, repricings, and lender pullbacks.