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TL;DR
Top News of the Week: There’s about $100B more software debt behind it due in 2028 and 2029.
From Last Week’s News: Instacart is about to get the takeover it went looking for in 2021, at a far lower price.

TOP NEWS OF THE WEEK
Retailers Cleared The 2028 Debt Wall. Their Software Vendors Are Still Stuck Behind It
Private equity spent 2021 buying software companies with seven-year loans. Seven years from 2021 is 2028. That bill is arriving now, and the lenders are getting nervous.
PitchBook puts about $140B of risky corporate loans maturing in 2028 and another $160B in 2029. From 2023 to 2025, the amount coming due two years out averaged about $60B a year. By my math, 2029 is more than two and a half times that. Software is about a third of the 2028 and 2029 total, which is roughly $100B of software debt that needs a new home.
Normally a company refinances 18 to 24 months ahead. PE-owned companies have struggled to. Rates went up in 2022, Treasury yields spiked again this year, and higher rates make it harder to sell the company. The longer a fund holds it, the more the debt matters. About a quarter of the loans still due are rated CCC-plus or worse.
AI makes this worse for software specifically. A lot of these businesses were bought on the assumption that recurring revenue keeps recurring. Lenders now have to price a SaaS tool bought at a 2021 multiple against AI products that can do part of its job. I don’t think anyone has a clean answer, including the funds that own them.
Medallia shows what happens when the numbers stop working. Thoma Bravo bought the customer-experience software company in 2021. Thoma Bravo put in the equity on the $6.4B deal, and a Blackstone-led group of private lenders provided a $1.8B loan based on annual recurring revenue. By the time the lenders took over, the balance had grown to about $2.8B, because Medallia had been deferring interest and borrowing more for add-on acquisitions.
Petco, still majority-owned by its buyout sponsors, is the retail side of the story. In February it cut its first-lien term loan to $900M and issued $600M of senior secured notes. The notes pay 8.25% and mature in 2031. Since then Petco has put up two straight quarters of positive comps and prepaid $170M of debt in nine months. It got through, at a price.
Put the two side by side and you see where lenders stand. In Q1 2026, software loan bids fell almost seven points to 87.97, while non-software performing loans fell about one point, according to PitchBook data in an American Investment Council report. A pet retailer can still find a lender. A software company sold on recurring revenue is having a much harder time finding a new one.
Bank of America expects the default rate on below-investment-grade loans to double to 4% next year, with lower recoveries. PE returns have already slipped below 10% from around 15% in the zero-rate years. Pensions and insurers absorb that.
Bain’s Hugh MacArthur expects some owners to hand “the keys” back to the bank. Medallia’s lenders already have them.
THE BIG IDEA
What I can’t tell from outside is how many of the extensions being signed now are rescues and how many just move the wall to 2031. If you run a retailer or brand on PE-owned software, do you know who holds your vendor’s debt?
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THE TRUTH ABOUT LAST WEEK: Walmart and Amazon Are The Reason Instacart Costs $17B and Not More
DoorDash is in advanced talks to buy Instacart for about $17B, according to the Wall Street Journal. A deal could be announced as soon as this week.
DoorDash already delivers for Kroger, Safeway and Aldi, and it has added Macy’s, CVS and Target. Instacart would give it more grocery retailers and more weekly grocery orders.
Instacart explored a sale in 2021 at a much higher price, when it had a bigger share of the market. Since then Walmart and Amazon have built up their own grocery delivery. Instacart’s lower valuation today reflects some of that.
Uber also looked at buying Instacart. The Journal says those talks are no longer active.
WHY IT MATTERS
Walmart and Amazon will keep investing in their own delivery whether this deal happens or not. Nothing is signed, and the talks could still fall apart.





