July 30, 2025

How Private Equity Deal Teams Are Repricing Risk

The Federal funds rate now sits around 5%, a dramatic shift from the near-Zero Interest Rate Policy (ZIRP) era that defined most of the 2010s. This fundamental change has completely altered the mathematics underlying every deal model. For private equity teams, it demands entirely new frameworks for pricing deals, assessing risk, and structuring investments. The cost of capital that many took for granted has now become a primary consideration driving every discussion.

This article examines how middle-market deal teams are adapting to this new reality. We'll explore the implications of recalibrating rates, the critical importance of rigorous scenario modeling, and why operational value creation has emerged as the primary driver of returns. We'll also examine how capital structure strategies are evolving and why this environment is actually creating opportunities for disciplined investors.

Recalibrating Return Hurdles

The most immediate impact hits our hurdle rates. While many funds maintain the traditional 8% preferred return for LP reporting, deal teams are quietly underwriting to much higher internal IRR targets. When 1-year Treasuries yield 5%, an 8% hurdle barely compensates for illiquidity risk. Top middle market firms that historically targeted 15-20% IRRs are now requiring 20-25%+ to justify the same investment thesis.

This translates directly to valuation pressure. Higher required returns mean lower prices we're willing to pay for the same cash flows. The "multiple expansion" tailwind that carried many deals in the 2010s has reversed into a headwind.

What this means for your deal team:

  • Stress-test every model against 20%+ IRR hurdles, not legacy 15% targets
  • Build conservative exit multiple assumptions; multiple expansion is no longer bankable
  • Price deals assuming the current interest rate environment persists throughout the hold period

Scenario Modeling Becomes Non-Negotiable

Middle market companies are particularly vulnerable to macro volatility as they often lack the scale and diversification of larger portfolio companies. With PE-backed bankruptcies hitting historic levels in 2024, scenario planning isn't just best practice; it's survival. Teams are using scenario analysis to drive deal structure, not just validate investment theses. If your downside case shows the business struggling with debt service, consider lower leverage or more flexible terms upfront.

The New Valuation Reality

Perhaps the most technical but crucial shift involves how we value companies. When risk-free rates were near zero, a stable middle-market company might warrant an 8-10% discount rate. Today, that same company's appropriate WACC could be 12%-14%+. This fundamentally changes DCF valuations. Companies that looked attractive at 12x EBITDA in 2020 may only be worth 8-9x today.

Goldman Sachs research shows that without multiple expansion, companies now need low double-digit EBITDA growth to achieve the same IRRs that high single-digit growth delivered pre-2020. For middle market businesses, this is a significant bar to clear.

Less Leverage, More Discipline

The middle market PE playbook of maximizing leverage to boost equity returns has hit a wall. With debt costs elevated, excessive leverage now hurts more than it helps. We're seeing voluntary leverage constraints with some sponsors capping debt at 4-5x EBITDA versus the 6-7x that of recent years. KKR data shows average debt percentage in PE deals dropped to ~35% in 2023, down from ~60% a decade prior.

Operational Value Creation Takes Center Stage

With financial engineering less effective, operational improvements become the primary value driver. This is actually favorable territory for experienced middle-market teams with strong operational capabilities. Here are some focus areas for today's environment:

  • Margin expansion initiatives that can offset inflation and higher financing costs. This includes pricing optimization strategies, supply chain restructuring, and cost reduction programs that create sustainable improvements to EBITDA margins. 
  • Working capital optimization to improve cash conversion in a higher-rate world. With the cost of carrying working capital significantly higher, teams are focusing on inventory management, payment terms optimization, and accounts receivable acceleration.
  • Revenue diversification to reduce dependence on rate-sensitive end markets. This means expanding into counter-cyclical revenue streams, recurring revenue models, or customer segments that are less affected by economic volatility. 
  • Technology and automation investments that drive sustainable efficiency gains. While requiring upfront capital, these investments create permanent cost structure improvements and competitive advantages.

The Opportunity Amidst Crisis

While the environment is more challenging, it's also creating opportunities for disciplined investors. Valuations have reset, competition for deals has decreased, and founders are more willing to accept structured terms. Here are some suggestions for middle-market deal teams sitting on dry powder:

  1. Target companies with defensive characteristics and pricing power. Look for businesses with recurring revenue models, essential products or services, and the ability to pass through cost increases to customers. Companies serving non-discretionary end markets or holding dominant market positions can maintain margins even during economic downturns. These defensive qualities become premium assets when economic uncertainty persists.
  2. Focus on sectors with secular tailwinds that can grow through macro volatility. Healthcare services, business services automation, and infrastructure-related sectors often demonstrate resilience regardless of interest rate cycles. These industries benefit from demographic trends, regulatory requirements, or technological adoption that continue advancing even during economic slowdowns, providing growth opportunities independent of macro conditions.
  3. Structure deals with more downside protection through creative terms. Earnouts tie portions of purchase price to future performance, reducing upfront risk while maintaining upside participation. Preferred equity structures provide downside protection while preserving equity upside. Staged investments allow you to prove thesis elements before committing full capital, particularly valuable when management execution or market conditions remain uncertain.
  4. Build relationships with management teams during this quieter period. With fewer active processes and reduced competition, this environment allows for deeper relationship-building with high-quality management teams. Invest time in understanding their businesses, challenges, and growth plans. These relationships often translate into proprietary deal flow when these teams are ready to partner or when market conditions improve.

Returning to the Fundamentals

Deal teams can no longer rely on financial engineering, multiple expansion, or cheap leverage to drive returns. Instead, success now demands rigorous analytical discipline, conservative structuring, and hands-on operational value creation. This shift, while challenging, is returning the industry to its roots, where skilled investors create value through strategic insight and active management rather than favorable market conditions.

For middle market teams ready to embrace this discipline, the current environment offers significant advantages. Competition has decreased, valuations have reset to more reasonable levels, and management teams are increasingly receptive to structured deals and operational partnerships. The playbook is clear: price deals conservatively, model extensively, structure thoughtfully, operate actively, and plan patiently for extended hold periods. The easy money era is over, but for disciplined teams willing to earn their returns through fundamental value creation, this new normal creates sustainable competitive advantages that will persist long after rates eventually normalize.

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