Key Takeaways
- • Thoma Bravo acquired HR software provider Dayforce in an all-cash, take-private transaction valued at $12.3 billion, including debt, at $70 per share, completing the deal in February 2026.
- • The acquisition marks a significant consolidation in the enterprise software sector, with Dayforce's shares surging approximately 22-25% on acquisition announcement as the company had underperformed despite strong operational fundamentals.
- • Dayforce generated revenue growth exceeding 70% between 2021 and 2024, positioning it as an AI-powered market leader in payroll, recruitment, and workforce management across healthcare, retail, financial services, and hospitality sectors.
- • Thoma Bravo Managing Partner Holden Spaht cited plans to accelerate Dayforce's growth through privatization, reflecting the firm's strategy of acquiring undervalued software companies with strong scaling potential.
- • The deal exemplifies continued large-scale PE activity in software consolidation; Thoma Bravo simultaneously pursued Boeing's digital aviation assets ($10.6 billion), Olo restaurant software ($2 billion), and explored bids for Verint Systems during this period.
Summary
Thoma Bravo completed its acquisition of Dayforce, a Minneapolis-based human resources management software provider, in a $12.3 billion all-cash take-private transaction announced in August 2025 and finalized in February 2026. The deal valued each Dayforce share at $70, representing a significant premium to the company's pre-announcement trading levels. The transaction included Dayforce's existing $1.2 billion debt load, bringing total enterprise value above $9 billion at initial discussions.
Dayforce's share price surged 22-25% on acquisition announcement, reflecting market recognition of undervaluation relative to the company's operational performance. Despite generating revenue growth exceeding 70% between 2021 and 2024, Dayforce shares had declined approximately 60% from pandemic-era peaks, a decline attributed to broader enterprise software sector headwinds, including weakened post-Covid demand and constrained corporate capital expenditure. The company provides AI-powered tools for payroll, recruitment, and career management services to clients spanning healthcare, retail, financial services, and hospitality verticals.
Thoma Bravo Managing Partner Holden Spaht articulated the firm's strategic rationale for the acquisition, emphasizing plans to accelerate Dayforce's growth trajectory through privatization. This approach reflects Thoma Bravo's broader strategy of acquiring market-leading software companies trading at depressed multiples relative to their fundamental business quality and expansion potential. The transaction adds to the firm's substantial dealmaking activity during this period, following previously announced acquisitions of Boeing's digital aviation assets ($10.6 billion) and restaurant software platform Olo ($2 billion), while the firm simultaneously explored acquisitions of Verint Systems.
The Dayforce transaction underscores continued consolidation momentum in enterprise software, particularly among PE investors targeting AI-enabled workforce management and human capital solutions. The deal reflects confidence in scaling these mission-critical software platforms through private ownership structures and operational investment.
Dayforce's share price surged 22-25% on acquisition announcement, reflecting market recognition of undervaluation relative to the company's operational performance. Despite generating revenue growth exceeding 70% between 2021 and 2024, Dayforce shares had declined approximately 60% from pandemic-era peaks, a decline attributed to broader enterprise software sector headwinds, including weakened post-Covid demand and constrained corporate capital expenditure. The company provides AI-powered tools for payroll, recruitment, and career management services to clients spanning healthcare, retail, financial services, and hospitality verticals.
Thoma Bravo Managing Partner Holden Spaht articulated the firm's strategic rationale for the acquisition, emphasizing plans to accelerate Dayforce's growth trajectory through privatization. This approach reflects Thoma Bravo's broader strategy of acquiring market-leading software companies trading at depressed multiples relative to their fundamental business quality and expansion potential. The transaction adds to the firm's substantial dealmaking activity during this period, following previously announced acquisitions of Boeing's digital aviation assets ($10.6 billion) and restaurant software platform Olo ($2 billion), while the firm simultaneously explored acquisitions of Verint Systems.
The Dayforce transaction underscores continued consolidation momentum in enterprise software, particularly among PE investors targeting AI-enabled workforce management and human capital solutions. The deal reflects confidence in scaling these mission-critical software platforms through private ownership structures and operational investment.
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