NextFin

Private Equity's 'Living Dead': Thousands of Zombie Firms Comatose Since 2021

Summarized by NextFin AI
  • Private equity holds 33,575 unsold companies as of June 30, up from 32,451 at end-2025 and more than double the 15,923 counted a decade ago, signaling a duration crisis rather than a temporary exit drought.
  • Exits collapsed from 1,210 in 2021 to 321 in 2025, with exit value falling from $527.8 billion to $243.9 billion; only 16.6% of the 2021 vintage exited within four years versus 32.3% for the 2017 cohort.
  • Median entry multiples reached 11.8x EBITDA in 2025, creating a valuation gap where sellers anchored to peak prices wait while buyers facing higher financing costs refuse to pay, stretching capital cycles to roughly seven years.
  • LPs are fighting back as zombie-fund AUM hit $441 billion in 2024, with 54% expecting more zombie funds, prompting manager removals, fee resets, and a structural shift toward fewer, larger managers and permanent continuation vehicles.

NextFin News - Private equity is sitting on 33,575 companies it cannot sell. As of June 30, that unsold inventory was up from 32,451 at the end of 2025 and more than double the 15,923 counted a decade ago, according to PitchBook. The pile is the visible symptom of a deeper problem: thousands of portfolio companies bought in the 2021 boom are now years past their intended holding periods, still waiting for buyers who will not pay the prices sellers need. This is no longer just an exit drought. It is a duration crisis that is turning dealmakers into caretakers of assets they never meant to own for long.

The Clock That Stopped

The private-equity business model is built on a simple clock: buy a company, improve it, sell it within three to five years, and return cash to the pensions and endowments that funded the fund. That clock has stopped for a large slice of the industry.

The exit data shows the stoppage clearly. Across private equity and venture capital strategies, exits collapsed from a record 1,210 in 2021 to 658 in 2022 and 323 in 2023, before a partial recovery to 516 in 2024 and a renewed slide to 321 in 2025. Exit value followed the same arc: $527.8 billion in 2021, down to $224.4 billion in 2022 and $100.8 billion in 2023, recovering only to $120.4 billion in 2024 and $243.9 billion in 2025.

The 2021 vintage is the heart of the problem. PitchBook's vintage analysis, as of October 2025, found that only 16.6% of U.S. companies acquired in the record 2021 cohort had exited within four years, compared with 32.3% of the 2017 cohort at the same age. The biggest buying wave in industry history is selling at roughly half the speed of the cycle before it.

Bain & Company's mid-year private equity report put the point bluntly: a majority of portfolio assets were acquired in 2021 or earlier, and the implied capital cycle has stretched to roughly seven years. The median entry multiple climbed to 11.8 times EBITDA in 2025, up from 11.3 times in 2024. Those companies were bought at peak prices with cheap debt. They now need exit prices that clear a high cost basis in a world where borrowing costs are higher. Sellers who underwrote at peak multiples wait. Buyers facing higher financing costs decline to pay. Holding longer is what waiting looks like in the data.

There is a further wrinkle in the recovery narrative. Bain reported that global buyout-backed exit value rose 47% to $717 billion in 2025 while the number of exit transactions fell 2% to 1,570. Value is recovering; volume is not. A handful of mega-deals are carrying the headline number while the broad market for mid-sized companies stays shut.

Why It Did Not Break Earlier

The first question is why this did not force a reckoning sooner. The answer lies in the accounting and fee structure of the fund itself.

A private equity fund does not have to mark its unsold assets to a public market price every day. It marks them to models, appraisals, and comparable transactions — and when there are no transactions, the marks can stay put. A company bought at 12 times EBITDA in 2021 can sit on a balance sheet at or near that value for years, collecting management fees all the while, with no market forcing a write-down.

This creates the zombie condition: not necessarily a company that cannot pay its debts, but an asset that cannot convert into cash at a price anyone will accept. The fund stays alive, the fees keep flowing, and the pressure to act stays low.

The second reason is that time was bought. The rapid rate increases that began in 2022 compressed exit multiples, but they also made the alternative — selling at a markdown — painful for general partners who had promised their investors double-digit returns. Bain's mid-year report noted that most limited partners lose confidence in a general partner when exit discounts exceed 5% against the last mark. So managers waited, betting that rate cuts would reopen the exit door. Waiting, in this structure, is the rational choice for the manager even when it is the wrong choice for the investor.

The Mechanism: A Valuation Gap That Cannot Clear

The core mechanism is a gap between two numbers moving in opposite directions. On one side is the seller's cost basis, anchored to 2021 entry multiples near 12 times EBITDA plus the returns the fund promised. On the other side is what a buyer will pay, anchored to today's financing costs and today's earnings.

When interest rates rise, the discount rate applied to a company's future cash flows rises, and the price a leveraged buyer can pay falls. The gap between the two numbers can close only three ways: the company grows into its price through genuine earnings expansion; the seller accepts a markdown; or time passes until debt matures into a restructuring.

Growth is the preferred path, but it is slow. Markdowns are the honest path, but they are career-limiting for the general partner and trigger a loss of confidence among limited partners. Time is the path of least resistance, which is exactly why so many funds are choosing it.

This is why the unsold pile keeps growing even as the broader economy improves. The problem is not that companies are failing. It is that they are failing to fulfill their value promise at a price that clears.

"Private equity is stuck because those companies have failed to fulfill their value promise," said Andrew Milgram, a managing partner and chief investment officer at Marblegate Asset Management.

The Second-Order Effect: The Management Company Becomes the Problem

The first-order effect is illiquid assets. The second-order effect — the one the industry is only beginning to confront — is that the management companies themselves are becoming unviable.

A private equity firm's economics depend on a flywheel: raise a fund, invest it, exit, return capital, raise the next fund. When exits stop, distributions stop. When distributions stop, limited partners stop committing to the next fund. And when the next fund does not get raised, the management company loses its reason to exist.

Fundraising data shows the squeeze tightening. The average fund that closed in 2025 spent 23 months on the road, up from 16 months in 2021. In 2025, 1,191 buyout funds raised $661 billion, down from 2,679 funds and $807 billion in 2021. The capital has not vanished — it is concentrating in the largest, most established managers. Blue-chip megafunds continue to attract money; hundreds of middle-market firms are finding that the door they walked through in 2021 is now shut.

Some firms have already stopped investing altogether. Vestar, for example, has not invested in a single new portfolio company since 2023 and announced only one sale in 2025. Several firms on industry watch lists have turned to continuation funds to keep assets alive.

"Most young folks are going to get a lot of satisfaction out of doing new deals, so having a reliable pool of dry powder is an important element of keeping the very best talent," said Sarah Sandstrom, head of North American private equity placement at Campbell Lutyens.

The talent point matters. A firm that cannot do new deals loses its best dealmakers to competitors who can. The zombie condition spreads from the balance sheet to the payroll. A management company that cannot raise a successor fund becomes a caretaker operation, collecting fees on assets it is slowly liquidating rather than building a franchise.

The Limited Partners Fight Back

The response from the investors who fund these funds is hardening, and it is reshaping the power balance.

Coller Capital's Summer 2026 barometer, which surveyed 108 investors overseeing $2.045 trillion, found that 54% expect the number of zombie funds in their portfolios to increase over the next two years, with only 15% expecting a decrease. The survey defines a zombie fund as one where a general partner is prolonging a fund's life to maximize management fees. Nearly a third of respondents expect the count to stay stable. The industry is not betting on a quick fix.

The same survey shows LPs moving from passive waiting to active remedies. A majority prefer to work with the manager on a reset, but a meaningful minority are taking harder lines: 14% of North American LPs prefer outright manager removal, and 11% indicated they would refuse to extend a fund's life — both above the global averages of 11% and 6%. Fee resets and lower hurdle rates on continuation vehicles are also on the table, giving managers an incentive to actually sell rather than extend.

The concentration of the problem adds to the pressure. North American zombie-fund assets under management rose from $372 billion in 2021 to a record $441 billion in 2024, and most of the unsold assets sit in large funds — those between $1 billion and $5 billion at inception — typically managed by the most established general partners. The names investors trusted most are the ones carrying the most stranded assets.

The Escape Hatch That Became a Parallel Market

The industry's answer to the logjam is the continuation fund: a new vehicle, often raised by the same manager, that buys assets out of an aging fund so the fund can make a distribution to its investors. Continuation funds raised $62 billion in 2024 and more than $40 billion in the first half of 2025, up from nearly nothing a decade ago, according to Evercore's private capital advisory group.

This is a rational adaptation. It gives limited partners a choice — take cash now or roll into the new vehicle — and it lets the manager keep working assets it believes in. The secondary market has responded: total secondary volume surpassed $120 billion in the first half of 2026, a 20% jump over the first half of 2025, with single-asset continuation vehicles accounting for $34 billion of that.

But continuation funds are not a cure. They extend the life of the asset; they do not solve the valuation gap. They also create a new conflict: the manager now sits on both sides of the transaction, setting the price at which the old fund sells and the new fund buys. Limited partners have noticed, and the fee-reset demands in the Coller survey are the direct consequence.

Cyclical Shock or Structural Shift?

The central question for investors is whether this is a cycle that will revert or a regime that has changed.

The cyclical case is real and it is strengthening. The secondary market is at record volume. Interest rates are falling. Mega-deals are returning. If financing costs continue to decline and earnings keep growing, the 2021 vintage could still clear its cost basis, just later than planned. In this reading, the seven-year holding period is a late-cycle elongation, not a new normal. Placement agents and secondary-market advisers argue that the logjam is breaking: the deal-making boom has arrived, led by blockbuster listings and large strategic acquisitions, and the backlog will clear as buyers return.

The structural case is stronger. Three things have changed and will not revert on their own.

First, the entry multiple. The 2021 and 2022 vintages were bought at the peak of both valuations and cheap debt. Even if rates return to their prior lows, the multiple compression of 2022-2023 reset the market's pricing anchor. A buyer today does not underwrite to 2021 prices.

Second, the exit pace has broken across every recent vintage. It is not just 2021 that is slow. Entering year eight, 37.1% of the 2017 cohort remained unsold, against 26.4% of the 2012 cohort at that point. Each vintage is exiting more slowly than the one before it. That is a trend, not a one-off shock.

Third, the limited partners have changed their behavior. When a majority of LPs expect more zombie funds and a growing share refuses to extend fund lives or prefers manager removal, the social contract that allowed general partners to wait has been rewritten. The tolerance for open-ended holding periods is lower than it was.

The judgment: the trigger was cyclical — a rate shock hitting peak valuations — but the outcome is structural. The industry has moved from a five-year liquidity model to a seven-year-plus duration model, with continuation vehicles as a permanent feature and a two-tier manager landscape where only the largest firms retain reliable access to fresh capital.

Who Wins, Who Is Exposed

The beneficiaries and the exposed are now visible.

The winners are the large, diversified managers with brand-name funds that can still raise capital, and the secondary-market intermediaries who profit from the churn. Continuation funds and GP-led secondaries are now a durable business line, not a temporary workaround. Firms that can price assets honestly and move them — even at a discount — will recycle capital while others wait.

The exposed are the middle-market managers whose funds are stuck in years six through nine, the limited partners locked into those funds, and the portfolio companies themselves, which face years of underinvestment as their owners conserve cash instead of funding growth. A company owned by a manager that cannot raise a new fund does not get the acquisitions or the technology spend it would have gotten in a normal cycle.

What to Watch

The forward look splits by horizon.

In the short term, the secondary-market rebound will continue to provide relief, and rate cuts will widen the pool of buyers who can finance deals. Expect more continuation funds and more creative structures — deferred consideration, seller financing, and earnouts — as the price gap gets bridged with paper instead of cash.

In the medium term, the test is whether the 2021 vintage can exit at prices that justify its cost basis. The base case is a slow grind: exit counts recover toward 600 to 700 a year, well below the 2021 peak, with value recovery driven by a small number of mega-exits rather than broad liquidity. The upside case is a full multiple re-rating if rates fall faster than expected and earnings hold — exit counts could approach 1,000 and the zombie count would stabilize. The downside case is a recession that hits earnings just as debt matures: marks break, continuation funds become harder to raise, and the zombie count rises toward what LPs are already bracing for.

The falsifying signal is specific. If the 2021 vintage reaches roughly 30% exited within four years — matching the 2017 cohort's pace — and annual exit counts return above 1,000 by 2027, the structural thesis is wrong and this was a severe but passing cycle. If the 2021 cohort exits below 20% at the four-year mark, the seven-year capital cycle is the new normal, and the industry will have permanently fewer, larger managers.

The private equity model was sold to investors as a liquidity premium — higher returns in exchange for locking up capital. What the last five years have produced is a duration premium of a different kind: the price of waiting, paid in years, by everyone who believed the exit door would open on schedule.

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