HG Closes $6.4B OneStream Buyout, Largest Software PE Deal Since 2023

London-based private equity firm HG has officially closed its $6.4 billion acquisition of OneStream Software, ending a competitive sale process that saw the European tech investor outbid KKR to take the enterprise finance platform private. The deal, announced Monday, represents the largest software buyout since Thoma Bravo's $10.2 billion Vista Equity Partners co-investment in Anaplan in 2023 — and marks a notable return of mega-cap appetite in a sector that's seen precious few nine-figure checks since the 2022 tech correction.

OneStream shareholders will receive $28.50 per share in cash, a 27% premium to the company's October 2024 IPO price and an 18% premium to its unaffected trading price before acquisition rumors surfaced in late December. The stock had traded as high as $32 in November before slipping back to the mid-$20s ahead of the deal announcement.

The transaction marks HG's largest software acquisition to date and underscores the firm's thesis that vertical-specific enterprise software — particularly in finance and operations — remains resilient even as broader SaaS multiples have compressed. OneStream, which went public in July 2024, provides corporate performance management software that consolidates financial planning, reporting, and analytics into a single platform. Its customer base includes over 1,400 enterprises across financial services, healthcare, and industrials.

"We are excited to partner with OneStream's management team to support the company's next phase of growth," HG Partner Nic Humphries said in a statement. Translation: HG sees room to accelerate the platform's international expansion and cross-sell analytics modules to a customer base that's already locked into multi-year contracts. The private equity playbook here is more iterative product development and M&A bolt-ons, not wholesale restructuring.

HG's win over KKR wasn't just about price. Sources familiar with the process say HG's pitch centered on sector expertise and speed-to-close certainty. The firm has spent the last decade building a portfolio of vertical software assets — including Septeo (legal tech), IRIS Software (accounting), and itslearning (edtech) — and positioned itself as the buyer best equipped to scale OneStream without disrupting its customer relationships.

KKR, by contrast, is deeper in infrastructure software and has less recent experience in finance-specific SaaS. That gap mattered. OneStream's board, led by CEO Bill Koefoed, prioritized operational continuity over maximizing the last dollar of premium. Koefoed will remain CEO under HG ownership, and the executive team stays intact.

The deal also reflects a broader shift in how mega-cap software exits are structured. OneStream's IPO was widely seen as a test case for whether enterprise SaaS companies could still command public-market valuations north of 10x revenue. The answer, it turns out, was no. OneStream traded at roughly 8x forward revenue before the HG bid, well below the 12-15x multiples that prevailed in 2021.

But private equity will pay more — if the asset fits a thesis. HG's offer implies a valuation of approximately 9.5x OneStream's projected 2025 revenue, according to equity research estimates. That's a premium to public comps like Workday and Adaptive Insights, but not egregious by historical PE standards. The bet is that OneStream's customer retention (north of 95% gross retention) and expansion revenue (30%+ net revenue retention) justify a higher multiple than the public market will assign.

HG financed the acquisition through a combination of equity from its Saturn 3 fund (approximately $3.2 billion) and debt facilities arranged by Goldman Sachs and JPMorgan. The debt package includes a $2.5 billion term loan and a $700 million revolving credit facility, according to sources with knowledge of the financing. Leverage sits at roughly 5.2x OneStream's trailing twelve-month EBITDA — aggressive by 2019 standards, but in line with what lenders will underwrite for high-quality recurring-revenue software assets in 2025.

The financing came together quickly. HG signed the merger agreement on December 30, 2024, and closed just under four weeks later — faster than most deals of this scale. That speed reflects two things: HG's relationship with the lending syndicate (the firm has closed multiple billion-dollar software deals with the same banks over the past three years) and OneStream's clean capital structure. The company had minimal debt on its balance sheet pre-deal, which simplified the financing process.

OneStream's public shareholders, including D1 Capital Partners and existing PE backer KKR (which retained a minority stake post-IPO), will exit at the $28.50 per share price. KKR originally took OneStream private in 2019 in a $4 billion deal, then took it public in 2024 at a $6 billion valuation. The firm's exit — partial via IPO, full via HG's buyout — nets KKR an approximate 1.6x money multiple over six years. Solid, not spectacular.

The deal required approval from OneStream's board and a majority of shareholders, both of which cleared without drama. HG did not face regulatory scrutiny beyond standard Hart-Scott-Rodino clearance, which was secured in mid-January. No antitrust concerns arose — OneStream's market position in corporate performance management is significant, but not dominant enough to trigger FTC or DOJ interest.

OneStream's decision to go private less than a year after its IPO raises questions about whether the company was ever suited for public markets. The IPO was positioned as a liquidity event for KKR and other early investors, not a long-term capital-raising exercise. OneStream didn't need the money — it was already free-cash-flow positive and had minimal debt. What it needed was an exit path for its PE backers.

HG's thesis centers on three observations about the enterprise finance software market that public investors have largely ignored.

First, corporate performance management (CPM) software is structurally sticky. Once a company has migrated its financial consolidation, planning, and reporting processes onto a platform like OneStream, switching costs are prohibitive. The software integrates with ERP systems, handles multi-entity consolidations across dozens of legal entities, and stores years of historical financial data. Rip-and-replace projects take 18-24 months and cost millions in consulting fees. That's why OneStream's gross retention rate sits above 95% — customers almost never leave.

Second, the market is still early. Gartner estimates that only 30-35% of large enterprises have moved to cloud-based CPM platforms. The rest are still running on-premise Oracle Hyperion or SAP BPC implementations that are a decade or more old. That's a multi-billion-dollar replacement cycle that's playing out over the next five to seven years, and OneStream is one of three credible cloud alternatives (the others being Workday Adaptive Planning and Oracle's own cloud CPM suite).

Third, the product roadmap has room to run. OneStream's core platform handles financial consolidation and reporting. But the company has been layering on adjacent modules — tax provisioning, account reconciliation, ESG reporting — that expand its footprint within existing customers. HG's thesis is that these modules can drive net revenue retention from 130% today to 140%+ over the next few years, purely through cross-sell.

That's the playbook. Take the company private, invest in product development without quarterly earnings pressure, and exit in four to five years either via another sale or a second IPO. The math works if OneStream can sustain 20%+ revenue growth and expand EBITDA margins from the low-20s to the high-20s. HG has done this before — its exit from Visma in 2022 returned 4.5x to investors over a seven-year hold.

The counter-thesis is that OneStream's competitive moat is narrower than HG believes. Oracle has been aggressively bundling its cloud CPM tools with Fusion ERP contracts, offering customers steep discounts to consolidate their finance stack onto a single vendor. Workday, meanwhile, has been cross-selling Adaptive Planning to its massive HCM customer base. Both competitors have distribution advantages that OneStream lacks.

OneStream's response has been to position itself as the best-of-breed alternative for companies that don't want to be locked into Oracle or Workday's ecosystem. That's a viable strategy, but it limits the total addressable market. The customers who care most about best-of-breed tend to be large, complex enterprises — exactly the segment where sales cycles are longest and implementation timelines stretch into years.

HG's OneStream deal is the first mega-cap software buyout of 2025, but it won't be the last. The market dynamics that made this transaction viable — compressed public valuations, patient private capital, and a backlog of PE-backed companies that went public too early — are still in play.

Several other recent IPOs are trading below their offer prices and could attract take-private interest. Rubrik, Cohesity, and Samsara all fit the profile: high-quality assets with strong customer retention, but public valuations that don't reflect their long-term earnings power. Private equity firms with dedicated software funds — Vista Equity, Thoma Bravo, Clearlake — are sitting on record levels of dry powder and struggling to find assets that meet return hurdles in a competitive auction environment.

Take-privates offer a solution. These deals bypass the auction process, involve fewer bidders, and allow PE firms to negotiate directly with boards that are already frustrated with public-market volatility. The challenge is financing. Debt markets are open for high-quality software assets, but lenders are requiring more equity cushion than they did in 2021. That's pushing all-in leverage down to the 4-6x range, which limits how much PE firms can pay.

HG's willingness to put $3.2 billion of equity into OneStream — roughly half the purchase price — signals confidence that the asset can generate the cash flows needed to delever and drive returns. It also reflects HG's fundraising success: the firm closed its Saturn 3 fund at €13 billion in 2023, one of the largest software-focused PE funds ever raised.

Boards of other recently public software companies are paying close attention to how OneStream's take-private played out. The key variables they're evaluating: premium offered, speed to close, and certainty of financing. HG's ability to close in under four weeks, with minimal regulatory friction, sets a benchmark for what a credible take-private offer looks like in 2025.

Expect more of these deals. The list of candidates is short but growing: companies with strong unit economics, high retention, and public valuations that don't compensate for the operational complexity of running a public company. If HG's OneStream investment generates the returns the firm is modeling, it'll validate take-privates as a core strategy for the next vintage of software PE deals.

OneStream's core product is a unified platform for financial consolidation, planning, reporting, and analytics. The platform is built on a single data model, which eliminates the need for separate tools for close management, budgeting, and board reporting. That architecture is the company's main differentiator — competitors like Workday Adaptive Planning and Oracle's EPM Cloud require integrations between modules, which introduces latency and data consistency issues.

OneStream's customer base skews toward mid-market and upper mid-market enterprises with $500 million to $10 billion in revenue. These companies are large enough to need sophisticated financial consolidation tools, but not so large that they've already standardized on Oracle or SAP. The sweet spot is companies with 10-50 legal entities that need to consolidate financials across multiple currencies and geographies.

The company's go-to-market strategy relies heavily on implementation partners — consulting firms like Deloitte, PwC, and EY that handle the deployment and customization work. OneStream doesn't have a large direct sales force; instead, it focuses on enabling partners to sell and implement the platform. That model has pros and cons. It allows OneStream to scale without hiring thousands of salespeople, but it also means the company has less control over the customer experience.

Revenue is roughly 70% subscription and 30% professional services. The services revenue is mostly partner-led implementations, with OneStream providing oversight and best-practice guidance. Gross margins sit in the mid-70s, typical for enterprise SaaS, with most of the cost base allocated to R&D and sales/marketing.

OneStream generated approximately $675 million in revenue in fiscal 2024, up 22% year-over-year. The company has been consistently growing in the low-20s percentage range for the past three years, driven primarily by new customer additions rather than expansion within existing accounts. That's a contrast to pure-play SaaS companies like Snowflake or Datadog, where net revenue retention often exceeds 150%.

Profitability has improved steadily. OneStream posted adjusted EBITDA of roughly $150 million in 2024, implying a 22% margin. Free cash flow was approximately $120 million, or 18% of revenue. Those numbers are solid for an enterprise software company at this scale, but they're not best-in-class. Workday, by comparison, runs EBITDA margins in the high-20s, and Salesforce is in the low-30s.

HG's plan is to push EBITDA margins into the high-20s over the next few years by scaling the business without proportional increases in headcount. The company has been investing heavily in R&D — roughly 25% of revenue — to build out new modules. HG will likely trim that to the low-20s range and redirect the savings to margin expansion.

The growth challenge is net revenue retention. At 130%, OneStream is expanding within existing customers, but not as aggressively as best-in-class SaaS companies. That's partly a function of the product: financial consolidation software doesn't naturally expand usage over time the way infrastructure software does. Once a company has consolidated its entities, there's limited room to grow unless new modules are adopted.

OneStream's 2,000+ employees will see minimal immediate disruption. HG has committed to keeping the executive team intact and maintaining the company's headquarters in Rochester, Michigan. The firm's track record suggests it won't slash headcount — HG's playbook is to invest in product and sales, not to cut costs.

For customers, the transition means more stability, not less. Going private removes the quarterly earnings pressure that often forces public software companies to prioritize short-term revenue over long-term product development. OneStream can now invest in multi-year R&D initiatives without worrying about how Wall Street will react.

The real question is whether HG will push for faster international expansion. OneStream generates roughly 80% of its revenue in North America, with Europe and Asia-Pacific still underpenetrated. HG has deep European networks and has successfully scaled software companies across the region. Expect OneStream to open new offices in the UK, Germany, and France over the next 18 months.

The other area to watch is M&A. OneStream has been acquisitive in the past — it bought Planful competitor Host Analytics in 2019 and has made several smaller tuck-in deals since. Under HG, that pace will likely accelerate. The firm has the capital and the operational playbook to bolt on adjacent products (tax software, ESG reporting tools, treasury management) and integrate them into OneStream's platform.

OneStream's journey from private company to IPO to take-private in under a year is a case study in how misaligned incentives between PE firms and public markets can lead to suboptimal outcomes. KKR took OneStream public not because the company needed to be public, but because the IPO market briefly reopened in mid-2024 and provided an exit window.

The IPO priced at $20 per share, valuing the company at roughly $4.8 billion. That was a step-up from KKR's 2019 entry valuation, but not the kind of return that justifies six years of ownership. KKR likely would have preferred a sale to a strategic buyer or another PE firm, but the M&A market for billion-dollar software assets was frozen in 2023 and early 2024.

So KKR took what it could get: a modest IPO that allowed the firm to distribute some shares to LPs and retain a stake for potential future upside. When HG emerged with a take-private offer just months later, KKR's board had little reason to fight it. The premium was real, the financing was certain, and the alternative — riding out public-market volatility — was unappealing.

This pattern will repeat. The backlog of PE-backed software companies that went public in 2021-2024 is large, and many of them are trading below their IPO prices. Those companies are sitting ducks for take-private offers from well-capitalized PE firms that can offer certainty and speed. Expect at least three to five more deals like this in 2025.