Key Takeaways
- • Thoma Bravo has agreed to acquire Dayforce for $12.3 billion in an all-cash transaction, with shareholders receiving $70 per share—a 32% premium over the unaffected closing price on August 15, 2025.
- • The transaction represents Thoma Bravo's largest take-private deal to date and includes a significant minority investment from the Abu Dhabi Investment Authority (ADIA), a sovereign wealth fund.
- • Dayforce shareholders approved the transaction with approximately 88.4% voting in favor at a special meeting, clearing a major hurdle toward deal completion.
- • The acquisition is positioned as a strategic move to accelerate Dayforce's growth in AI-driven human capital management (HCM) technology and enhance customer value under private ownership.
- • The deal values Dayforce's equity at $11.18 billion and carries a total enterprise value of $12.3 billion in an all-cash structure.
Summary
Thoma Bravo, one of the enterprise software sector's leading private equity investors, has secured a definitive agreement to acquire Dayforce, Inc., a Minneapolis-based global leader in human capital management technology, in a $12.3 billion all-cash transaction. Under the terms of the agreement announced on August 21, 2025, Dayforce shareholders will receive $70 per share in cash, representing a 32% premium to the company's unaffected closing share price of approximately $53.03 on August 15, 2025, the last trading day prior to media reports of the potential transaction.
The transaction includes a significant minority stake from the Abu Dhabi Investment Authority (ADIA), the sovereign wealth fund of the United Arab Emirates, underscoring institutional confidence in the strategic rationale. David Ossip, Chair and CEO of Dayforce, framed the partnership as instrumental to accelerating growth and positioning the company as an AI-driven leader in HCM technology. "With Thoma Bravo, we are partnering with a truly special organization to accelerate our business—with our focus, resources, and product innovation all laser-pointed on leaping forward as the HCM leader for a world of work shaped by AI," Ossip stated in the announcement.
Gerald Throop, Lead Independent Director of Dayforce, endorsed the transaction on behalf of the board, noting that the deal "will provide immediate and substantial value to Dayforce stockholders and recognizes the valuable organization that the team has built." Shareholder approval was not a significant barrier: preliminary results from a special meeting held on August 21, 2025, revealed that approximately 88.4% of votes cast favored the acquisition, providing strong validation from the investor base.
The transaction marks Thoma Bravo's largest take-private deal to date, reflecting the private equity firm's continued focus on enterprise software businesses with strong growth potential. By taking Dayforce private, the acquirer gains operational flexibility to invest in product development and AI capabilities without the constraints and reporting requirements of public markets—a common thesis for leveraged buyouts in the software sector. The all-cash structure eliminates financing risk and allows for rapid deal closure once customary conditions are satisfied.
The transaction includes a significant minority stake from the Abu Dhabi Investment Authority (ADIA), the sovereign wealth fund of the United Arab Emirates, underscoring institutional confidence in the strategic rationale. David Ossip, Chair and CEO of Dayforce, framed the partnership as instrumental to accelerating growth and positioning the company as an AI-driven leader in HCM technology. "With Thoma Bravo, we are partnering with a truly special organization to accelerate our business—with our focus, resources, and product innovation all laser-pointed on leaping forward as the HCM leader for a world of work shaped by AI," Ossip stated in the announcement.
Gerald Throop, Lead Independent Director of Dayforce, endorsed the transaction on behalf of the board, noting that the deal "will provide immediate and substantial value to Dayforce stockholders and recognizes the valuable organization that the team has built." Shareholder approval was not a significant barrier: preliminary results from a special meeting held on August 21, 2025, revealed that approximately 88.4% of votes cast favored the acquisition, providing strong validation from the investor base.
The transaction marks Thoma Bravo's largest take-private deal to date, reflecting the private equity firm's continued focus on enterprise software businesses with strong growth potential. By taking Dayforce private, the acquirer gains operational flexibility to invest in product development and AI capabilities without the constraints and reporting requirements of public markets—a common thesis for leveraged buyouts in the software sector. The all-cash structure eliminates financing risk and allows for rapid deal closure once customary conditions are satisfied.
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