Key Takeaways
- • Thoma Bravo has acquired Dayforce Inc. in an all-cash transaction valued at US$12.3 billion, taking the human capital management (HCM) software leader private.
- • Dayforce shareholders will receive US$70.00 per share in cash, representing a 32% premium over the company's unaffected closing share price on August 15, 2025 (the last trading day before transaction reports emerged).
- • The Abu Dhabi Investment Authority (ADIA) is making a significant minority investment in the acquisition, partnering with Thoma Bravo on the deal structure.
- • The transaction aims to accelerate Dayforce's growth trajectory, enhance customer value delivery, and strengthen the company's position in AI-driven HCM technology under private equity ownership.
- • Dayforce's common stock has ceased trading and will be delisted from both the New York Stock Exchange and Toronto Stock Exchange following transaction completion.
Summary
Thoma Bravo, described as the world's largest software-focused investment firm, has completed its acquisition of Dayforce Inc., a global leader in human capital management technology, in an all-cash transaction valued at approximately US$12.3 billion. Under the definitive agreement announced in August 2025, Dayforce stockholders receive US$70.00 per share in cash—a substantial 32% premium over the company's unaffected closing share price on August 15, 2025, the last trading day prior to public reports of a potential transaction.
The transaction structure includes a significant minority investment from the Abu Dhabi Investment Authority (ADIA), a wholly owned subsidiary, signaling confidence from a major sovereign wealth fund in Dayforce's value proposition and growth potential. This co-investment approach reflects both parties' commitment to the acquisition and positions ADIA as a meaningful stakeholder alongside Thoma Bravo in the private company going forward.
David Ossip, Chair and CEO of Dayforce, emphasized the strategic rationale for the partnership, stating that Thoma Bravo's involvement amplifies Dayforce's "bold promise: to make work life better" while accelerating growth, increasing quantifiable customer value, and securing the company's position as a generational software leader in artificial intelligence. The Board of Directors, including Lead Independent Director Gerald Throop, determined the transaction provides immediate and substantial value to shareholders while preserving the organization's established competitive strengths.
With the completion of the acquisition, Dayforce has transitioned to private ownership. The company's common stock ceased trading and has been delisted from both the New York Stock Exchange (where it traded under ticker DAY) and the Toronto Stock Exchange (also ticker DAY), concluding its public market tenure. The all-cash consideration structure provided certainty for shareholders and eliminated transaction risk associated with stock-based or contingent deal structures.
This acquisition reflects Thoma Bravo's strategic focus on software businesses with recurring revenue models, positioning the firm to weather uncertain macroeconomic environments while investing in high-growth enterprise software segments—particularly in HCM, where AI capabilities and digital workplace transformation represent significant secular tailwinds for the sector.
The transaction structure includes a significant minority investment from the Abu Dhabi Investment Authority (ADIA), a wholly owned subsidiary, signaling confidence from a major sovereign wealth fund in Dayforce's value proposition and growth potential. This co-investment approach reflects both parties' commitment to the acquisition and positions ADIA as a meaningful stakeholder alongside Thoma Bravo in the private company going forward.
David Ossip, Chair and CEO of Dayforce, emphasized the strategic rationale for the partnership, stating that Thoma Bravo's involvement amplifies Dayforce's "bold promise: to make work life better" while accelerating growth, increasing quantifiable customer value, and securing the company's position as a generational software leader in artificial intelligence. The Board of Directors, including Lead Independent Director Gerald Throop, determined the transaction provides immediate and substantial value to shareholders while preserving the organization's established competitive strengths.
With the completion of the acquisition, Dayforce has transitioned to private ownership. The company's common stock ceased trading and has been delisted from both the New York Stock Exchange (where it traded under ticker DAY) and the Toronto Stock Exchange (also ticker DAY), concluding its public market tenure. The all-cash consideration structure provided certainty for shareholders and eliminated transaction risk associated with stock-based or contingent deal structures.
This acquisition reflects Thoma Bravo's strategic focus on software businesses with recurring revenue models, positioning the firm to weather uncertain macroeconomic environments while investing in high-growth enterprise software segments—particularly in HCM, where AI capabilities and digital workplace transformation represent significant secular tailwinds for the sector.
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