Dayforce sold to Thoma Bravo for $12.3bn

November 2025 | DEALFRONT | PRIVATE EQUITY & VENTURE CAPITAL

Financier Worldwide Magazine

November 2025 Issue

In a landmark deal that will take the human capital management (HCM) technology provider private, Dayforce is to be acquired by US private equity firm Thoma Bravo in an all-cash transaction valued at $12.3bn, including debt.

Under the terms of the definitive agreement, Dayforce shareholders will receive $70 per share in cash. This purchase price represents a premium of approximately 32 percent over the company’s unaffected closing share price on 15 August 2025.

The transaction also includes a significant minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA).

Formerly known as Ceridian, Dayforce is a US-based human resources software and services company. Dayforce is also the name of its cloud-based HCM platform, which offers a comprehensive suite of human capital management tools, including payroll, tax filing, benefits, human resources, talent intelligence, workforce management and recruitment technology.

“Thoma Bravo’s commitment further secures our position in artificial intelligence (AI) as a generational software company,” said David Ossip, chair and chief executive of Dayforce. “We are partnering with a truly special organisation to accelerate our business – with our focus, resources and product innovation all laser-pointed on leaping forward as the HCM leader for a world of work shaped by AI.”

Thoma Bravo is one of the largest software-focused investors globally, with approximately $184bn in assets under management as of March 2025. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors.

“We are thrilled to be investing in Dayforce, a clear category leader that is poised to define the future of HCM in the age of AI,” said Holden Spaht, managing partner at Thoma Bravo. “Dayforce’s differentiated platform, global scale and world-class team make it well-positioned to meet the growing and evolving needs of employers and employees around the world. We see significant opportunity to accelerate growth, deepen customer impact and continue to drive innovation across the global HCM landscape.”

The transaction, which has been unanimously approved by the Dayforce board of directors, is expected to close in early 2026, subject to customary closing conditions, including shareholder approval and regulatory clearance. The acquisition is not contingent on financing, as Thoma Bravo has already secured a $6bn debt package from Goldman Sachs, comprising a $5.5bn term loan and a $500m revolving credit facility.

“The board of directors believes this transaction will provide immediate and substantial value to Dayforce shareholders and recognises the valuable organisation that the team has built,” said Gerald Throop, lead independent director of Dayforce.

Upon completion, Dayforce’s common stock will be delisted from public exchanges, and the company will continue to operate under the Dayforce name and brand.

Evercore is serving as exclusive financial adviser to Dayforce, with Wachtell, Lipton, Rosen & Katz acting as legal counsel. Goldman Sachs & Co. LLC is providing financing for the transaction. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisers to Thoma Bravo, with Kirkland & Ellis LLP acting as legal counsel.

“This combination has fuelled strong growth and established Dayforce as a partner of choice in HCM,” concluded Tara Gadgil, partner at Thoma Bravo. “We are excited to build on this strong foundation and momentum alongside them, helping them to move faster, think bigger and unlock even more market and product potential.”

However, the deal has attracted scrutiny from shareholder rights law firms. Kaskela Law LLC and Ademi & Fruchter LLP are investigating whether the $70 per share buyout undervalues Dayforce, citing analyst price targets exceeding $80 and potential conflicts of interest in the sales process. These investigations may influence shareholder sentiment ahead of the vote, although no formal legal challenge has yet been filed.

Fraser Tennant