Another marquee software name is heading off the public markets. Dayforce struck a deal to be acquired by Thoma Bravo in a take-private valued at $12.3 billion including debt. Shareholders will receive $70 per share in cash—an offer that works out to roughly $11.2 billion in equity value and a premium a little north of 32% versus the stock’s close on August 15, when rumors of advanced talks first bubbled up. The companies expect to wrap things up in the early part of next year, pending routine approvals.
Why now? In short, Dayforce sells software that employers can’t live without. Its all-in-one platform handles payroll, scheduling, and other workforce tasks, and the roadmap has increasingly leaned into AI to automate the repetitive but critical chores HR teams face. In private hands, Dayforce says it can move faster—both in product and in go-to-market—without the quarterly spotlight. The buyer group will also include a minority investment from an affiliate of the Abu Dhabi Investment Authority, adding another deep pocket to fund expansion and potential bolt-ons.
For Thoma Bravo, this is familiar terrain. The firm has made a career out of buying “system of record” software businesses with sticky subscriptions and then driving operating discipline and product focus. Even with interest rates higher than a few years ago, lenders still show up for cash-generating software names, especially those with high gross retention and obvious levers to improve margins. The math doesn’t leave as much room for error as it did during the zero-rate era, but it still works if revenue is durable and upsell potential is real.
The timing also tracks with a busier year for HR-tech dealmaking. Paychex bought Paycor in a multi-billion-dollar move earlier in 2025, while ADP bulked up in workforce management through the purchase of WorkForce Software last fall. The thesis is consistent: consolidate platforms, strip out overlapping costs, and use AI-powered features to justify higher price points. As CIOs look to shrink vendor sprawl, suites that talk to one another across payroll, timekeeping, and talent tend to win out over point solutions.
Market reaction was broadly positive. Dayforce ticked higher after the announcement, reflecting the premium and a sense that the stock had lacked catalysts as a standalone public company. Longer term, the question is whether Thoma Bravo can bend the growth curve higher while keeping churn low and margins on the rise. Expect the usual private-equity playbook to roll out: tighten spending, re-prioritize R&D around the highest-return features, and scout for bolt-on deals that open new geographies or add missing modules.
There are still formalities ahead—regulatory filings and the standard closing checklist—but few expect fireworks on that front. If the transaction closes on schedule, it will add to a growing list of enterprise-software names that opted for the quieter life of private ownership in 2025. It’s another data point in a year when capital markets are sending a clear message: mission-critical, recurring-revenue software can still command full valuations, even with money not nearly as cheap as it used to be.
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