Dayforce Agrees to $12.3 Billion Acquisition Deal with Thoma Bravo
Deal News | Aug 21, 2025 | Thoma Bravo
Dayforce, a leader in human capital management (HCM) technology, has entered into a definitive agreement to be acquired by Thoma Bravo, a prominent investment firm focusing on software companies, in a deal valued at $12.3 billion. Under this all-cash transaction, Dayforce shareholders will receive $70 per share, amounting to a 32% premium over the company's unaffected share price. The transaction, which expects to close by early 2026, is not contingent upon financing and is subject to customary closing conditions, including regulatory and stockholder approvals. Additionally, the Abu Dhabi Investment Authority will make a significant minority investment. This acquisition, approved by the Dayforce Board of Directors, will see the company delisted from public stock exchanges, continuing operations under its current name. Thoma Bravo's investment aims to accelerate Dayforce's growth, customer impact, and leadership in AI-powered HCM solutions, with Evercore and Wachtell, Lipton, Rosen & Katz advising Dayforce, while Goldman Sachs and J.P. Morgan provide counsel to Thoma Bravo.
Sectors
- Human Capital Management
- Private Equity Investment
- Software and Technology
Geography
- United States – Dayforce, a company involved in this transaction, is based in the United States, with Thoma Bravo also having offices there.
- Canada – Dayforce is also listed on the Toronto Stock Exchange (TSX) and subject to Canadian securities regulations.
- Abu Dhabi – The transaction includes a significant minority investment from the Abu Dhabi Investment Authority.
Industry
- Human Capital Management – Dayforce operates within the Human Capital Management (HCM) industry, providing technology solutions for HR, payroll, talent management, and analytics.
- Private Equity Investment – Thoma Bravo is a private equity firm that focuses on investing in software and technology sectors, relevant due to its acquisition of Dayforce.
- Software and Technology – The transaction involves companies operating in the software and technology sector, focusing on AI and enterprise software solutions.
Financials
- US$12.3 billion – The enterprise value of the all-cash transaction for Dayforce by Thoma Bravo.
- US$70 per share – The amount Dayforce stockholders will receive per share, representing a 32% premium to the unaffected share price.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Dayforce, Inc. | Target Company | Company | A global leader in Human Capital Management (HCM) technology. |
| Thoma Bravo | Acquiring Company | Company | A leading private equity firm focused on investments in the software and technology sectors. |
| Abu Dhabi Investment Authority (ADIA) | Investor | Investment Authority | Providing a significant minority investment in the Dayforce acquisition by Thoma Bravo. |
| Evercore | Financial Advisor | Company | Serving as the exclusive financial advisor to Dayforce. |
| Wachtell, Lipton, Rosen & Katz | Legal Advisor | Company | Providing legal counsel to Dayforce for the transaction. |
| Goldman Sachs & Co. LLC | Financial Advisor and Financier | Company | Providing financing and advisory roles for Thoma Bravo in the transaction. |
| J.P. Morgan Securities LLC | Financial Advisor | Company | Serving as a financial advisor to Thoma Bravo. |
| Kirkland & Ellis LLP | Legal Counsel | Company | Providing legal counsel to Thoma Bravo for the transaction. |