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In a Tougher Exit Market, Commercial Evidence Matters More

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Insight

In a Tougher Exit Market, Commercial Evidence Matters More

Private equity sponsors currently sit on more than $2T in dry powder and a growing inventory of aging assets.[1] While sponsors can’t control the rate environment or LP distribution pressure, they can control how prepared each portfolio company is for exit. 

In selective exit markets, theoretical EBITDA improvements are viewed with scrutiny. Buyers want to know the source of the improvements,  validate that they are fully realized in the business, and underwrite that they will continue post-close. Most portfolio companies can point to pricing actions, pipeline growth, new logos, or expansion efforts. Fewer can show which are repeatable, measurable, embedded in how the business runs, and tied to sustainable EBITDA. 

To accelerate exit value, sponsors should focus on three commercial improvement levers: pricing realization; revenue quality; and marketing, sales, and go-to-market effectiveness.

Pricing realization

For pricing realization, where the margin is already contractually committed, the gap often shows up in untracked discounts, missed escalators, unenforced volume tiers, ad hoc exceptions, and customer prices that no longer reflect true ‘cost to serve’. 

Several operating dimensions can unlock value: deal desk behavior (whether approval patterns reveal structural discounting); volume/margin correlation (whether larger customers carry better economics); list price realization (how far contract prices fall from published rates and why); and renewal hygiene (whether the business is collecting the escalators and price steps already negotiated and signed). 

A second test is whether margins keep pace with inflation. New customers should land at margins at least as good as the existing book, and portfolio margin growth should be at or above inflation. If new logos land at lower margins, or margin growth trails inflation, the business is losing pricing power regardless of revenue health. 

Contract escalators are one of the clearest examples that pricing discipline isn’t maintained. Many portfolio companies sit on contracted EBITDA they negotiated but never invoiced. Annual escalators are often tied to CPI, producer-price indices, currency, asset size, or labor baskets. These negotiated escalators often go uncollected.[2] 

This happens for several reasons: 

  • No clear owner. Legal owns the contract, sales owns the relationship, and finance owns the reporting. Sales should own renewal economics and be measured against them. Without that accountability, escalators and price steps rarely get enforced. 
  • Escalators fail to happen. CPI, asset-based, and FX-linked clauses require interpretation, calendaring, and a discipline to enact price change. In many portfolio companies, that chain breaks at each step. 
  • Benchmarking is limited. Without internal or external benchmarks, account managers default to flat renewals and sales teams negotiate without visibility to market pricing. 
  • Execution stops short of the invoice. Even when an increase is calendared and approved, you may need to defend it and ‘hold the line’ if there is pushback. That last step is where the increase quietly gets negotiated away. 
  • No visibility to upcoming renewals. Without a systematic 30/60-day look-ahead, renewals surface reactively. By the time the team starts the conversation, it is too late to push for a price increase, so the contract renews flat.

Roughly three-quarters of reviewed agreements contain active escalator language, and most of those escalators should already have been applied. In one recent client experience, a single repricing review lifted below-average accounts to portfolio-average gross margin, and produced a multi-million-dollar EBITDA uplift, with no new customers and no new products.[3] 

Roll and Geerties found that “value quantification increases the effect of value-based pricing on profitability.”[4] In an exit process, pricing actions get more credit when the company can show the math, the policy, and the cadence that leads to value capture on committed contracts.

Revenue quality

Recent customer attrition research from Yale makes the point directly: “growth can easily mask [customer] attrition and underlying problems for the business.”[5] Buyers need to disaggregate growth views: ‘new logo’ versus existing customer expansion, price versus volume, retention versus replacement, high-margin growth versus low-margin growth, and accounts whose next renewal would meaningfully affect the business.  

Use compounding revenue to raise exit multiple. Focus on net revenue retention above benchmark, client retention by cohort, gross margin by customer, and whitespace that has been captured rather than assumed. Having this level of analysis in a monthly operating review holds up better to buyer scrutiny. 

A related signal is service line participation, the number of services or products a customer actively uses. When that number moves from, say, 1.2 to 1.7 across a cohort over the hold period, two things follow for underwriting: attrition risk falls because multi-service customers are harder to displace, and pricing power rises because the relationship is no longer single-threaded.  

These measures change the dynamic. They move the conversation from “is the EBITDA sustainable” to “the EBITDA deserves a higher multiple.” 

Marketing, sales, and go-to-market effectiveness

Pipeline coverage is a good indicator but is not proof that the marketing and sales motion works. Stale late-stage deals or a handful of strong reps can mask overall pipeline quality. 

For marketing effectiveness, measure such indicators as channel-level conversion rates, cost per qualified lead, and evidence that spend is concentrating toward higher-quality sources over time. For sales effectiveness, consider rep productivity distribution, stage-gate conversion rates, win / loss discipline, and pipeline aging. Buyers should ask two questions: how healthy is the pipeline, and how predictably will it convert? Hygiene and sizing can be checked quickly; predictability is what drives multiples. 

Most companies already have components of this data. What they lack is the operating cadence to manage it. 

Fast-growing companies often inherit a GTM model that worked early in their lifecycle. Segments, channels, territories, and pricing rules accumulate, and the hard questions get deferred. 

GTM architecture investments do not stand on their own as evidence. What holds up under diligence is their downstream effect: higher win rates, shorter sales cycles, improved deal-level margin.  

The operating cadence is the evidence 

In a tougher exit market with extended hold periods, buyer expectations have risen. Buyers aren’t paying for gap identification; they are underwriting operating models that will keep performing after the deal closes. Operating systems that include reviewing and capturing pricing opportunities, healthy pipelines, and cohort economics are commercial evidence that survives diligence and drives multiple expansion. 

 


Footnotes 

[1] Preqin reported that private equity funds had a record $2.1 trillion of dry powder in December 2023. S&P Global Market Intelligence and Preqin later reported that global private equity and venture capital funds held a record $2.62 trillion of uncommitted capital as of July 10, 2024. PitchBook has also reported elevated aging-asset pressure across private equity portfolios. Sources: Preqin News, “Private equity in 2024: views on deals, fundraising, and performance in the year ahead,” December 20, 2023; S&P Global Market Intelligence, “Private equity dry powder growth accelerated in H1 2024,” July 12, 2024; PitchBook, “PE in 2025: Unrealized and unsettled.” 

[2] U.S. Bureau of Labor Statistics, “How to Use the Consumer Price Index for Escalation,” last modified June 8, 2023. BLS notes that escalation agreements often use CPI to adjust payments and require clear definition of the base payment, index series, reference period, adjustment frequency, and formula. 

[3] SSA & Co. internal engagement observations from recent portfolio company contract and pricing work. Figures should be treated as observed engagement experience, not a market-wide estimate. 

[4] Oliver Roll and Jan Luca Geerties, “Unlocking value-based pricing: the moderating roles of pricing capabilities and contingency factors in B2B markets: an empirical approach,” Journal of Revenue and Pricing Management, 2025. 

[5] Yale School of Management, “On the Nature of Customer Attrition and Revenue Analysis,” 2025. The note also states that markets attribute premium valuation to companies with lower attrition and better retention rates, and that valuation rises with higher net revenue retention. 

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