Key Takeaways
- • Thoma Bravo secured 88.4% shareholder approval for its $12.3 billion all-cash take-private acquisition of Dayforce at $70 per share, clearing a critical regulatory hurdle for one of 2025's largest private equity transactions.
- • T. Rowe Price Associates, Dayforce's largest shareholder with 15.7% ownership, opposed the deal as "underwhelming" and criticized Thoma Bravo for exploiting "short-term pessimism" in software valuations, but failed to block the transaction.
- • The acquisition underscores sustained private equity appetite for software businesses with predictable, recurring revenue models—a characteristic that has proven resilient despite macroeconomic headwinds including tariff pressures and softer labor conditions.
- • Thoma Bravo expects the deal to close in late 2025 or early 2026, pending customary regulatory approvals, expanding the firm's software portfolio and increasing exposure to subscription-based business models.
Summary
Thoma Bravo, the world's largest software-focused private equity firm, has cleared a major milestone in acquiring Dayforce, the Minneapolis-based human capital management software provider, after securing overwhelming shareholder approval on November 13, 2025. The $12.3 billion all-cash transaction, originally announced in August 2025 at $70 per share, received support from 88.4% of votes cast, demonstrating strong investor backing despite significant opposition from the company's largest shareholder.
T. Rowe Price Associates, which holds 15.7% of Dayforce's outstanding shares, mounted an organized campaign against the transaction, arguing the bid undervalued the company and that Thoma Bravo was attempting to exploit what it characterized as temporary market pessimism affecting software sector valuations. Despite these objections, the fund's position failed to gain traction among other shareholders, who evidently viewed the acquisition price as fair given current market conditions and Dayforce's strategic positioning.
The deal represents a significant statement about private equity capital deployment priorities in the current market environment. Thoma Bravo's rationale centers on Dayforce's high-quality revenue streams and recurring subscription-based business model—characteristics that have demonstrated resilience even as corporate spending has become more volatile and macroeconomic conditions have deteriorated. The firm views the public markets as underappreciating both Dayforce's product differentiation and the durability of its revenue base, positioning the take-private as an opportunity to unlock value through operational improvements and strategic initiatives typically unavailable to public companies facing quarterly earnings pressures.
The transaction is expected to close in late 2025 or early 2026, subject to customary closing conditions and regulatory approvals. The approval vote signals that institutional investors remain confident in Thoma Bravo's software acquisition strategy and valuation thesis, even as some public market participants have grown more cautious on software sector multiples. The deal's completion would further solidify Thoma Bravo's position as a dominant consolidator in enterprise software and expand its exposure to predictable, recurring revenue streams—a strategic priority in an environment marked by economic uncertainty.
T. Rowe Price Associates, which holds 15.7% of Dayforce's outstanding shares, mounted an organized campaign against the transaction, arguing the bid undervalued the company and that Thoma Bravo was attempting to exploit what it characterized as temporary market pessimism affecting software sector valuations. Despite these objections, the fund's position failed to gain traction among other shareholders, who evidently viewed the acquisition price as fair given current market conditions and Dayforce's strategic positioning.
The deal represents a significant statement about private equity capital deployment priorities in the current market environment. Thoma Bravo's rationale centers on Dayforce's high-quality revenue streams and recurring subscription-based business model—characteristics that have demonstrated resilience even as corporate spending has become more volatile and macroeconomic conditions have deteriorated. The firm views the public markets as underappreciating both Dayforce's product differentiation and the durability of its revenue base, positioning the take-private as an opportunity to unlock value through operational improvements and strategic initiatives typically unavailable to public companies facing quarterly earnings pressures.
The transaction is expected to close in late 2025 or early 2026, subject to customary closing conditions and regulatory approvals. The approval vote signals that institutional investors remain confident in Thoma Bravo's software acquisition strategy and valuation thesis, even as some public market participants have grown more cautious on software sector multiples. The deal's completion would further solidify Thoma Bravo's position as a dominant consolidator in enterprise software and expand its exposure to predictable, recurring revenue streams—a strategic priority in an environment marked by economic uncertainty.
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