Andrew Rea’s Post

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Co-Founder / CEO @ Taxwire.com

The software PE model of Vista, Thoma Bravo, etc. is fundamentally flawed. Buying legacy market leaders in B2B SaaS categories, raising prices, offshoring a % of R&D, buying adjacent products you can cross-sell, etc. etc. - doesn't work that well anymore. It might have worked from ~2000-2015. But it doesn't work in the modern era of software and AI. Markets are too competitive and technology is changing too quickly. --- Vista founder Robert Smith's thesis- "Software contracts are better than first-lien debt. A company will not pay the interest on its first lien until after they pay its software maintenance or subscription fee. We get paid our money first. Who has the better credit?" The problem with this premise is that software contracts have much shorter duration on average than debt. The typical loan duration in private credit is 5-7 years. The avg. enterprise software contract is 1-3 years. But in SMB and mid-market, it's rare to see contracts much longer than one year. Many companies with month-to-month contracts. Not to mention usage based pricing. Additionally, there's a lot more liquidity in B2B software than their used to be. Software is easier to build. Markets are more competitive. Customers have more choices. And LLMs make migrations easier than they used to be. The most under-discussed flaw in this thesis is that it treats the customer as a captive audience. Prisoners to your mission critical product that they can't live without. Software companies usually win by building a great product that solves a meaningful problem. It's trite to say, but this only happens if you're customer obsessed. Once you lose that, you become extremely vulnerable to up-starts that will obsess over the customer. No one that views their customers as debtors is going to be customer obsessed. This is less of an issue in commodity products / industries like CPG. Oreo's in 2024 are pretty damn similar to Oreos in 1987. But technology is constantly changing. State of the art software in 2010 is miles behind what people are doing in 2024. Distribution and brand moats can protect your legacy products for a while (esp in enterprise) but eventually you get lapped by competitors with better products, service, pricing, etc. Buying other products doesn't fix this either. The answer to customer problems is not to buy other products and jam them together with your existing solution just so you can call yourself a platform company (rather than point solution). Software is too competitive and changes too fast for this model to work in 2024. Anyone competing with incumbents recently purchased by private equity (like we are) knows exactly what I'm talking about.

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Sai Arora

Founder & CEO @ Mercoa | Embedded AP/AR Payments for B2B platforms

8mo

Agreed! In my experience, I think the best opportunity for PE is to 1. buy companies where the flagship product is at risk of disruption in the market but still generating lion share of company revenue 2. invest in a net new product team to launch the 'next version' of the flagship product but built on modern primitives. Keep this team safeguarded away from the 'legacy' product team and stakeholders. 3. invest heavily in GTM to make the new product account for 80% of all new revenue This was the playbook we ran at Magento before exiting to Adobe. Shopify was shaking up our industry and we found ourselves in an existential crisis selling software licenses in a world that had moved to the cloud. I firmly believe this playbook can only work once a company is PE backed. Prior to it, it's very hard for an organization to organically go through this process. There are too many misaligned incentives across a variety of stakeholders for this type of disruption to happen naturally. It's only under new ownership and new leadership that a company's status quo can truly be shaken up.

David Speigel 🔮

2x Director of Product, 15+ yrs in AdTech. Data and UX audience products at LiveRamp & top public agencies. Led $XXm ARR products growing teams up to 20.

8mo

I agree with the premise that the PE model is changing because the software industry keeps changing. However, some software companies have higher switching costs than others. There’s probably an equation to be expressed that measures switching costs compared to renewal rates and determines longevity similar to a default rate on loan payback.

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David Moon

Early Stage Investor

8mo

Folks like Grit or Mechanical Orchard might give you a run for the PE money to modernize legacy software. But agree that gutting a software company for profit is no bueno. Curious to see how the offshore outsourcing of early stage engineering talent will affect the SLDC in the long run.

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