Key Takeaways
- • Nemetschek CEO Yves Padrines confirmed that private equity firm Thoma Bravo, holding a 28% stake in the combined Build & Construct division post-HCSS acquisition, could exit via an initial public offering of that unit while Nemetschek retains majority ownership (approximately 72%).
- • The HCSS acquisition values the U.S. civil engineering and construction software company at more than 20 times EBITDA, based on 2025 operating profit of approximately $86 million, representing Nemetschek's largest deal to date.
- • Thoma Bravo has three identified exit options: Nemetschek buyback of shares, sale to another sponsor, or a preferred IPO structure for the Build & Construct unit, providing flexibility for the PE investor's future liquidity.
- • The transaction combines HCSS (acquired by Thoma Bravo in 2021) with Nemetschek's existing Build & Construct division, which includes software brands Bluebeam and GoCanvas, creating a consolidated construction software platform.
- • CEO Padrines indicated that Nemetschek's financial strength enabled the acquisition despite competitive pressure, noting talks lasted over one year and Thoma Bravo had been reluctant to sell earlier.
Summary
Nemetschek announced on April 14, 2026, that it would acquire HCSS, a U.S. civil engineering and construction software specialist, from Thoma Bravo in what the company describes as its largest transaction to date. Under the transaction structure, Thoma Bravo will receive a 28% minority stake in Nemetschek's Build & Construct division, with Nemetschek holding approximately 72% ownership and maintaining majority control of the combined entity.
CEO Yves Padrines outlined three potential exit strategies for Thoma Bravo's stake, with an initial public offering of the Build & Construct unit emerging as the PE firm's preferred option. "For a later exit of Thoma Bravo, there are three options: We could buy back some of their shares, they could sell it to another sponsor, or – which would be the preferred option for Thoma Bravo – we could do an IPO for the unit. But Nemetschek would always remain a majority owner," Padrines told Reuters on Tuesday. The other alternatives include direct repurchase by Nemetschek or secondary sale to another private equity sponsor.
The acquisition values HCSS at more than 20 times EBITDA, with the company generating approximately $86 million in operating profit during 2025. Padrines noted that Nemetschek had been tracking the asset for several years, with acquisition discussions exceeding one year in duration. The CEO emphasized that Thoma Bravo's initial reluctance to divest made the timing of this transaction significant, particularly given competitive pressures that would have complicated the bidding process had the asset entered a formal sale process.
The combined entity will integrate HCSS with Nemetschek's existing Build & Construct division, which already encompasses established software brands including Bluebeam and GoCanvas. This consolidation expands Nemetschek's North American construction software footprint and strengthens its positioning in the civil engineering and construction technology sectors.
CEO Yves Padrines outlined three potential exit strategies for Thoma Bravo's stake, with an initial public offering of the Build & Construct unit emerging as the PE firm's preferred option. "For a later exit of Thoma Bravo, there are three options: We could buy back some of their shares, they could sell it to another sponsor, or – which would be the preferred option for Thoma Bravo – we could do an IPO for the unit. But Nemetschek would always remain a majority owner," Padrines told Reuters on Tuesday. The other alternatives include direct repurchase by Nemetschek or secondary sale to another private equity sponsor.
The acquisition values HCSS at more than 20 times EBITDA, with the company generating approximately $86 million in operating profit during 2025. Padrines noted that Nemetschek had been tracking the asset for several years, with acquisition discussions exceeding one year in duration. The CEO emphasized that Thoma Bravo's initial reluctance to divest made the timing of this transaction significant, particularly given competitive pressures that would have complicated the bidding process had the asset entered a formal sale process.
The combined entity will integrate HCSS with Nemetschek's existing Build & Construct division, which already encompasses established software brands including Bluebeam and GoCanvas. This consolidation expands Nemetschek's North American construction software footprint and strengthens its positioning in the civil engineering and construction technology sectors.
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