Dayforce to Go Private in $12.3B Thoma Bravo Acquisition - InforCapital

Minneapolis and Toronto, August 22, 2025 – Thoma Bravo, one of the world’s largest software-focused investment firms, has entered into a definitive agreement to acquire Dayforce Inc. in an all-cash transaction valued at $12.3 billion, taking the AI-powered HCM technology provider private.

Under the deal, Dayforce shareholders will receive $70 per share, reflecting a 32% premium to the stock’s last closing price before deal speculation emerged. A wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) will also make a minority investment in the transaction.

Dayforce, listed on the NYSE and TSX, will continue operating under its existing brand but will no longer be publicly traded once the transaction closes, expected in early 2026. The company’s suite of HCM solutions spans HR, payroll, talent, time, and workforce analytics, supporting enterprise clients across sectors globally.

Financing for the deal is led by Goldman Sachs, which is providing a $6 billion debt package, including a $5.5 billion term loan and a $500 million revolving credit facility. The remaining capital will be covered by Thoma Bravo and ADIA. The debt is expected to be syndicated to institutional investors amid an increasingly competitive lending environment for large-cap buyouts.

The Dayforce deal reflects Thoma Bravo’s aggressive strategy in acquiring enterprise software firms with strong AI positioning and long-term growth potential. The firm has already closed major transactions in 2025, including a $3 billion raise for Flexera Software and a $4 billion carve-out of Jeppesen from Boeing. These deals highlight a shift in private equity financing from public debt markets to a mix of private credit and syndicated term loans.

Private equity firms are increasingly targeting cloud-native platforms that drive digital transformation across HR and business operations. Recent transactions include Silver Lake’s $10.4 billion acquisition of Workday’s minority stake, Hellman & Friedman’s $8.9 billion deal for Ultimate Kronos Group, and Vista Equity’s investment in BambooHR.

Analysts note that demand for AI-enabled HCM platforms is accelerating as employers seek to integrate payroll, time tracking, and workforce analytics under a single, intelligent platform. The move to take Dayforce private is expected to offer greater strategic flexibility, enabling faster product innovation and expansion into global markets.

The transaction was unanimously approved by the Dayforce Board of Directors and remains subject to regulatory approvals and shareholder consent. Upon closing, Dayforce will operate as a private entity under the control of Thoma Bravo, with a renewed focus on scaling its customer base and delivering quantifiable value through AI integration.