Take Private Szn
Public investors have lost patience with “slow-growers,” but PE sees a margin-expansion machine hiding in plain sight.

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Take-Private Season Is Back
The first three quarters of 2025 have been a masterclass in private-equity opportunism.
Global PE deal value is up almost 20% year-on-year, but deal counts are down.
Reading between the lines: sponsors are swinging at fewer pitches, but they’re connecting for extra-base hits when the do.
The juiciest pitch right now? Public SaaS companies with steady cash flow and cooling growth.
PagerDuty: A Live Player
PagerDuty (NYSE: PD) checks every box.
$500M ARR, ~5% YoY growth… sticky revenue, but no longer a rocket ship.
Positive free cash flow and ~25% non-GAAP operating margin.
Market cap around $1.5B, with whispers of a $2B+ bid from PE and strategic buyers.
Board has reportedly hired Qatalyst to shop options after inbound interest.
Public investors have lost patience with “slow-growers,” but PE sees a margin-expansion machine hiding in plain sight. Even better if it’s critical infrastructure with sticky customers.
Precedent Deals this Year Show a Pattern
Olo: $2B all-cash take-private by Thoma Bravo, 65% premium.
Couchbase: $1.5B buyout by Haveli, up to 67% premium.
Walgreens: a mega-cap retail example at $23.7B, but same playbook…
Each deal offered a fat premium and used conservative leverage or outright all-cash structures. With rates still elevated, sponsors are leaning on cash and larger equity checks to win auctions and de-risk execution.
Why PE Loves These Targets
Valuation Gap – Public comps for mid-growth SaaS have compressed to ~3–4x ARR (the median is just 5x forward revenues)
Operational Upside – Cost take-outs, pricing discipline, and cross-sell can move EBITDA faster than spending for net new revenue (it’s hard to reinvigorate growth when you’ve already started to run the business for cash). Plus, stock prices typically go down in the public markets when you cut headcount (unless you’re Meta). The valuation is insulated from that short term turbulence when you’re private.
Predictable Free Cash Flow – High-gross-margin subscription businesses easily support moderate leverage once in private hands (and you can push past the debt to EBITDA multiples supported in the public markets).
SailPoint: A Preview of PagerDuty’s Next Act?
Consider SailPoint, the identity-security software company.
2022: Taken private by Thoma Bravo for $6.9B.
2025: After margin expansion and predictable ARR growth under private ownership, the company went public at a valuation of $12.8B.
That’s the template: buy an undervalued public SaaS firm, tune the cost structure and product mix in private (like transitioning from on premise and perpetual licenses to cloud based SaaS), then bring it back to market as a “cleaner,” higher-margin growth story.
The Valuation Gap Is the Tell
If you’ve been watching SaaS trading multiples, none of this is a surprise.
The median forward ARR multiple for public SaaS has sat below 5x for most of 2025—levels we haven’t seen since the 2016 trough.
That disconnect sets the trap:
Private buyers model 6–8x ARR for quality, cash-flowing software with moderate growth.
Public markets are handing them deals at 4–5x.
When the spread gets that wide, a take-private is basically arbitrage: pay a 30–50% premium to the stock price, lever moderately, expand margins, and still exit at a multiple well above the entry point.
You can multiply a larger revenue number against a well-timed larger valuation multiple when you come back around.
It’s exactly the pattern we saw with SailPoint: Thoma Bravo bought at roughly 8x ARR in 2022, and got it out the door at closer to 10x forward revenue with nearly 4x the revenue they had when they went public the first time.
PagerDuty, Olo, Couchbase: they’re the latest dominoes.
The public market’s multiple compression didn’t just invite private equity in; it practically left the door open with a welcome mat.
Market Implications
This wave of take-privates isn’t merely about buying cheap SaaS stocks; it’s about capital cycling.
Mega-funds flush with dry powder (a neat word for cash they raised) can deploy billion-dollar checks quickly, equity now outweighs leverage in most structures, and the public-to-private-to-public “round-trip” is becoming a standard play.
With that said, take-privates like PagerDuty aren’t an end state.
They’re a loop, public to private and back again, designed to harvest value the market temporarily ignores. It’s not that there “isn’t value”; it’s that it’s not being priced right in the eyes of some, and can be further bolstered with some changes.
For operators, the competitive set (and therefore benchmarking set) is no longer “public vs. private,” but a more meta question of how can you move between both worlds to optimize capital and valuation.
As Bruce Lee said,
“Be like water, my friend.”
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