Strategic View:
Thoma Bravo has agreed to acquire HR software giant Dayforce in a $12.3 billion take-private club deal. The transaction includes a significant minority investment from a subsidiary of the Abu Dhabi Investment Authority (ADIA). This consortium leverages sovereign capital to execute one of the year’s largest software buyouts.
Full Story:
In a resounding signal that mega-cap software buyouts are back, Thoma Bravo has struck a definitive agreement to take Dayforce (NYSE: DAY) private. The all-cash deal values the human capital management firm at $12.3 billion. Crucially, this is not a solo endeavor; it is a club deal featuring a substantial co-investment from the Abu Dhabi Investment Authority (ADIA).
The transaction structure highlights the “Sovereign-Sponsor Alliance.” Thoma Bravo brings the operational playbook to overhaul Dayforce’s margins and accelerate its AI integration. ADIA brings the massive, patient balance sheet required to underwrite such a large equity check. By syndicating the risk with a sovereign partner, Thoma Bravo avoids concentration limits in its flagship fund while securing the capital certainty needed to convince Dayforce’s board.
The deal offers shareholders $70.00 per share, a 32% premium. For Thoma Bravo, Dayforce represents a classic “Rule of 40” asset—high retention, steady growth, but undervalued by public markets obsessed with hyper-growth AI stocks. The consortium plans to operate Dayforce as a private entity, likely pursuing aggressive M&A to consolidate the fragmented HR tech landscape away from quarterly scrutiny.
Why It Matters:
The “Software Club” model is evolving. To digest $10B+ valuations, PE firms must now syndicate with Sovereign Wealth Funds at the deal level. This partnership creates a new class of “Sovereign-backed Private Tech Giants.”
Source(s):
Dayforce Enters into $12.3B Agreement with Thoma Bravo
