July 27, 2026

Managing COVID Vintage Assets

During the COVID-19 pandemic, businesses and private equity (PE) funds acquired technology assets at record-high prices. Corporations also took advantage of the favorable market conditions to add software and technology assets to their portfolios.

Now, these vintage assets are reaching a maturity wall while investors are seeking returns on their investments after years of low deal volumes and no cash returns. At the same time, the disruptive potential of artificial intelligence (AI) is prompting a re-evaluation of business models.

Market conditions and valuations have changed. Top-tier assets can still sell, but lower-tier assets are less appealing, and a gap remains between buyer and seller expectations.

To maximize value recovery, firms have been moving beyond traditional exit routes, using continuation funds and minority stakes to realize value.

To navigate the 2026-2028 refinancing cycle, both corporations and PE funds need to employ rigorous debt maturity management, negotiation, and market positioning across:

  • Due Diligence
  • Risk Management
  • AI

Market State – Vintage Maturity

During the COVID-19 pandemic, market conditions were favorable for acquisitions, and high multiples drove software and technology deal activity. In 2021 alone, there were 2,177 deals worth $359 billion in total value in the technology, media, and telecommunications sector[1]. This included the $19.7 billion acquisition of Nuance Communications by Microsoft and Oracle's purchase of Cerner for $28.3 billion[2].

The rise of AI is completely reshaping all software solutions, particularly in the SaaS space. This has raised questions about whether the nature of SaaS companies will remain valuable going forward or whether AI can be used to create better products, reducing the need for external solutions.

Market confidence in the sector in part led to heightened technology deal activity and high multiples in 2021. Technology companies, particularly software-as-a-service (SaaS) organizations, had 10 years of consistent business development up to that point. Paired with significant dry powder available from newly raised funds, with $2.6 trillion raised between 2018 and 2021, this made technology acquisitions ideal for PE teams and corporates eager to deploy money[3].

However, market conditions have shifted, creating a gap between buyer and seller pricing expectations. Unlike the COVID-19 era, buyers are now expecting lower multiples.  

The influx of AI is completely revamping all software solutions, particularly in the SaaS space. This has led to questions around whether the nature of SaaS companies will be valuable going forward or whether AI can be used to create an even better product, removing the need for an external solution.  

Buyers are seeking lower valuations, especially for SaaS assets. After peaking in 2021 and moderately recovering in 2023, SaaS valuations have fallen to 3.4 times revenue[4]. Software and technology deal activity has not improved in 2026. Compared to a total deal value of $310 billion in 2025, the $25 billion worth of deals announced by April indicates a slow start and continued subdued activity[5]

With so much at stake, investors are assessing AI’s potential impact on software and technology businesses, asking questions such as: 

  • How can AI reduce costs? 

  • How can AI be incorporated into products to increase their value? 

  • How susceptible is the company to competition from AI-enabled products? 

Exit timelines are also growing longer. In Q4 2025, the median hold period was approximately five years, and the lack of deal activity in the sector is likely to lengthen them[6]. Sell-side businesses must now contend with delayed exits, with many refocusing refinancing and extending debt packages beyond their current maturity in 2027. Some investors are even attempting soft launches and pre-marketed processes to test market demand. 

There are still deals to be done, but they must be at the right price. As a result, some corporations and PE firms are pursuing alternate options to traditional exits. 

Moving Beyond Traditional Exit Routes

In response to longer holding periods, software and technology investors have turned to alternative strategies like continuation funds and minority stakes.

In response to longer holding periods, software and technology investors have had to turn to alternative strategies like continuation funds and minority stakes.

One such approach is the use of continuation funds, through which assets are transferred to a new vehicle to extend the holding period. Particularly prevalent in Europe, the Middle East, and Asia, continuation funds accounted for approximately one-fifth of all PE exits last year. Continuation fund investment volume reached $70 billion in 2024 and is projected to exceed $300 billion by 2034[7], [8].

Many investors have also begun utilizing minority stakes, taking a minority role or selling majority stakes while retaining a minority stake to get cash off the table. This is due in part to buyers asking investors to remain invested in assets to share risk in return for higher valuations.

Recently, conversion vehicle deals have fallen through, and some PE firms have gone back to traditional sale processes. Others have pursued refinancing.

Navigating the Refinancing Cycle and Transactions

Investors should consider several factors throughout the refinancing and transaction lifecycles. This includes selecting the appropriate financing metric because annual recurring revenue (ARR) financing is less relevant and less present in the current market, with Europe returning to traditional EBITDA metrics. Another factor is properly timing refinancing to quickly go to lenders when the moment is right. 

Among these considerations, due diligence and risk management remain some of the most critical to successful refinancing cycle and transactions.  

Investors should particularly focus on due diligence. Scrutiny is higher, especially regarding sales efficiency and margin profile, and growth at all costs is no longer effective. Sellers need to stress test the customer base and ability to turn cashflow from negative to positive to find buyers. 

Buyers are also scrutinizing how items are categorized in profit and loss and operational expenditure, with additional concern over individual customers and bridging items. With increased focus on the cash flow and cash generation of the business comes an increased importance on the conversion of ARR into revenue and adjusted EBITDA into operating cash flows. By understanding net working capital requirements and fluctuations, PE funds and corporates can more accurately assess their financing needs. 

This higher bar is placing additional pressure on due diligence providers. Organizations are not just looking to ensure providers have performed the necessary work, but also assessing the level of detail provided and the feasibility of proposed adjustments.

Proper data collection helps buyers stand on equal footing with sellers, revealing key risks and exposures of the asset.

Risk management must also remain central to the due diligence process, with serving as the foundation of both risk management and due diligence.

Proper data collection helps buyers stand on a more equal footing with sellers by revealing key risks and exposures of the asset. On the sell side, refinancing reports require accurate and detailed data. This creates both additional work and additional risk, particularly when paired with an ever-growing, wide-ranging distribution list.

With the proliferation of AI capabilities, many sell- and buy-side organizations have begun using these tools to support data collection and use. While they can expedite previously time-consuming tasks, including refinancing reports, the outputs need human intervention to ensure correctness and address any potential hallucinations.

AI in Vintage Assets 

AI can and has been used to improve the chance of success in refinancing and transactions, particularly when it comes to data gathering.  

When data is clean, most questions get answered, and historical trends are can be tracked, giving both buyers and sellers greater certainty surrounding valuations. As a result, successful transactions tend to be supported by better data, and AI can enable more thorough and consistent data gathering.  

More companies are expecting AI to be used in the due diligence process, where it can drive efficiencies by helping teams comb through contracts for unique terms, build financial models, and conduct evaluations. It can also review company analyses, provide detailed critiques, and identify questions to raise from a diligence perspective. However, AI may raise additional questions as it uncovers more issues, and PE firms and corporations will need to figure out how to manage this additional information efficiently and avoid being overloaded.  

AI also significantly impacts how funds and corporations approach hiring. Some businesses have reduced headcount by 10%–20%, with AI driving 60% of layoffs in the technology sector [9], [10]. It is likely that other companies will follow suit despite a lack of evidence that AI tools have enhanced productivity.

Even though AI can do a lot of the initial due diligence and data capture legwork, it's not right for every job. The goal is not just efficiency; it's getting it right.

While many companies are replacing junior staff with AI, they run the risk of upsetting leadership pipelines. More sustainable models adapt trainings to the new AI-enabled landscape, enabling junior staff to complete a greater amount and variety of tasks with AI support while preparing them for future roles.

Although AI can perform much of the initial due diligence and data capture legwork, it is not right for every task. The goal is not just efficiency; it is also accuracy. AI outputs must be reviewed for errors and potential hallucinations. Failing to do so can increase risk and reduce trust among buyers, sellers, and investors. AI should not be used for a task if validating and verifying its outputs would take longer than completing the task manually.

Knowing how to use AI is also critical for successful transactions and refinancing. AI is a tool, and using it properly is a skill that can, and should, be learned. It can enable people to focus on more value-add activities throughout the due diligence, data collection, and refinancing processes.

Conclusion 

Shifting market conditions and the growing use of AI in SaaS have created a gap in valuations of Covid vintage assets. Decreased deal activity has led to longer holding periods and sellers are looking for alternate exit opportunities. The due diligence process has also changed, and effective, AI-enabled due diligence can help minimize the gap between buyer and seller valuations 

How Can A&M Help?  

A&M’s Global Transaction Advisory Group supports software and technology companies, with transactions, refinancing, and alternate exit strategies. We provide sophisticated diligence and risk management that delivers richer insights and better decision making. The combined expertise and specialized experience of our professionals in growth expansion, process improvement, strategic advisory, operational intelligence, M&A, and PE allows us to help clients focus on successful transactions and create value after the deal. 


[1]M&A Trends: What’s New in the Technology, Media, and Telecommunications (TMT) Sector,” Datasite, February 11, 2022 

[2]The Biggest Enterprise Technology M&A Deals of 2021,” Peter Sayer,  CIO, December 30, 2021

[3]2021 FUNDRAISING: one of PE's best years,” Infogram, Private Equity International, 2021 

[4]SaaS Valuation Multiples: 2015–2026,” Aventis Advisors, 2026 

[5]Exit Outlook Dims for Private Equity's Long-Held Software Investments,” S&P Global Market Intelligence, May 6, 2026 

[6]Exit Outlook Dims for Private Equity's Long-Held Software Investments,” S&P Global Market Intelligence, May 6, 2026 

[7]European Private Equity Value Creation Report 2026: Operational Alpha — How Private Equity Is Building Value in a New Cycle,” Alvarez & Marsal, May 2026 

[8]Redefining Private Equity: How Continuation Investments Are Disrupting the Buyout Market,” Schroders Capital, August 18, 2025 

[9]Every Major Tech Layoff in 2026 That Has Name-Checked AI,” TechCrunch, July 6, 2026 

[10]Are AI Tech Layoffs Real? New Data Reveals a Complicated Story,” HR Executive, June 3, 2026 

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