Hg Capital is negotiating a $3 billion annual recurring revenue loan from Goldman Sachs Alternatives and Blue Owl Capital to finance its $6.4 billion acquisition of enterprise software provider OneStream, according to sources familiar with the discussions.[1]
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The facility, structured at the portfolio company level, would replace part of Hg’s equity commitment in the deal, which includes minority stakes from General Atlantic and Tidemark Capital. Talks remain preliminary, with the loan size potentially shrinking if more equity investors commit.[1]
Deal Structure Signals Private Credit’s Role in Leveraged Buyouts
OneStream, which offers financial planning and consolidation software to CFOs, went public in 2024 before Hg agreed to take it private earlier this month. The proposed ARR loan—tied to OneStream’s subscription revenue—highlights private credit’s expanding footprint in **SaaS buyouts**, where lenders favor predictable cash flows over traditional leveraged structures.[1]
Hg’s approach reduces upfront equity outlay amid elevated valuations in enterprise software. OneStream’s **take-private valuation** implies a premium to its public listing, driven by demand for AI-enhanced financial tools amid corporate digitization.[1]
Private Credit Boom Underpins Financing
Goldman Sachs Alternatives and Blue Owl, key players in **private credit for PE-backed SaaS deals**, are weighing the facility as non-bank lending surges. Fitch Ratings notes private credit’s growth across business development companies and alternative managers, supporting **leveraged buyout financing trends 2026** with tailored structures like ARR loans.[2]
This transaction fits broader patterns: private secondaries hit $226 billion in 2025, up 41%, as liquidity demands reshape portfolios.[1] Sovereign wealth funds increasingly target emerging-market private credit for diversification, while PGIM plans $1 billion in secondaries deployments.[1]
| Party | Role | Details |
|---|---|---|
| Hg Capital | Lead Sponsor | $6.4bn take-private; equity replacement via loan |
| General Atlantic, Tidemark | Minority Investors | Support acquisition alongside Hg |
| Goldman Sachs Alternatives | Lender | In talks for up to $3bn ARR loan |
| Blue Owl Capital | Lender | Joint discussions on facility |
| OneStream | Target | Financial planning software; listed 2024 |
Industry Context: SaaS Valuations and Financing Shifts
Hg’s move echoes **private equity strategies in SaaS M&A**, where sponsors leverage recurring revenue for debt amid moderating public multiples. General Atlantic recently upped its Odoo stake at a €7 billion valuation, underscoring growth equity appetite in business software.[1]
Fitch forecasts global corporates revenue growth of 0.3% in 2025, rising to 2.8% in 2026, with EBITDA margins steady at 17.3% before edging higher—conditions favoring software firms with sticky enterprise contracts.[2] Regulatory scrutiny on private credit covenants and **cross-border M&A financing risks** persists, though SaaS resilience mitigates default paths seen in less than 20% of distressed corporates.[2]
Implications for Sponsors and Lenders
For Hg, the loan optimizes capital structure in a $6.4 billion enterprise value deal, preserving dry powder for bolt-ons. Lenders like Goldman and Blue Owl gain exposure to OneStream’s CFO-focused platform, which benefits from AI-driven planning demand.
LPs should monitor **private credit exit strategies in SaaS**, as continuation vehicles—like EQT’s planned fund and Coller/Ares backing Bansk—extend holds amid secondary volume records.[1] CalPERS’ pivot to venture and growth signals LP reallocation from traditional buyouts.[1]
Terms could evolve; no final commitments reported as of January 21, 2026.[1]
Sources
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https://pe-insights.com/news/, https://www.fitchratings.com/corporate-finance, https://www.spglobal.com/ratings/en/regulatory/article/-/view/type/HTML/id/3506275, https://economictimes.com/markets/stocks/news/bulk-deal-alert-goldman-sachs-exits-landmark-cars-while-bnp-paribas-picks-stake-in-bajaj-consumer/articleshow/127177271.cms, https://www.stocktitan.net/sec-filings/GS/424b2-goldman-sachs-group-inc-prospectus-supplement-76824c81b3a2.html
