Key Takeaways
- • Thoma Bravo completed its take-private acquisition of Dayforce for US$12.3 billion on February 4, 2026, in an all-cash transaction that delists the human capital management software leader from public markets.
- • Shareholders received US$70 per share in cash, with the deal marking Thoma Bravo's continued focus on software-focused investments with recurring revenue models as a hedge against economic uncertainty.
- • McMillan LLP served as Canadian counsel to Thoma Bravo, working alongside Kirkland & Ellis LLP as primary legal advisor, with Goldman Sachs and J.P. Morgan providing financial advisory services to the acquirer.
- • The acquisition strengthens Thoma Bravo's software and HCM portfolio globally, as the private equity firm positions itself to capitalize on Dayforce's recurring revenue characteristics, which the buyer believes the public markets undervalued.
- • Evercore and Wachtell, Lipton, Rosen & Katz advised Dayforce shareholders on the transaction, which removes the company from NYSE and TSX listings.
Summary
On February 4, 2026, Thoma Bravo, the world's largest software-focused investment firm, successfully closed its take-private acquisition of Dayforce, Inc., a global leader in human capital management (HCM) technology, for approximately US$12.3 billion in an all-cash transaction. Dayforce shareholders received US$70 per share, resulting in the immediate delisting of the company from both the New York Stock Exchange and Toronto Stock Exchange.
The transaction represents a significant consolidation within the HCM software sector and underscores Thoma Bravo's strategic conviction in recurring revenue business models. According to public statements, the private equity firm views Dayforce's product differentiation, revenue quality, and recurring revenue growth profile as undervalued by public markets, positioning the take-private as an opportunity to unlock value through operational improvements and strategic expansion under private ownership.
The cross-border transaction involved a substantial legal and financial advisory ecosystem. McMillan LLP acted as Canadian counsel to Thoma Bravo, led by partners Caroline Samara, Michael Whitcombe, and Paul Barbeau, alongside a multidisciplinary team of 19 professionals. Kirkland & Ellis LLP served as primary legal counsel to the buyer, while Goldman Sachs and J.P. Morgan Securities provided financial advisory services. On the Dayforce side, Evercore served as exclusive financial advisor, and Wachtell, Lipton, Rosen & Katz provided legal counsel to the company and its shareholders.
The acquisition aligns with Thoma Bravo's recent strategic focus on software investments that demonstrate resilient, subscription-based revenue streams—a positioning strategy that reflects the firm's confidence in recurring revenue models as a stabilizing force during periods of macroeconomic volatility. The closure of this transaction further consolidates Dayforce within the private equity-backed software landscape and removes the company from public market scrutiny.
The transaction represents a significant consolidation within the HCM software sector and underscores Thoma Bravo's strategic conviction in recurring revenue business models. According to public statements, the private equity firm views Dayforce's product differentiation, revenue quality, and recurring revenue growth profile as undervalued by public markets, positioning the take-private as an opportunity to unlock value through operational improvements and strategic expansion under private ownership.
The cross-border transaction involved a substantial legal and financial advisory ecosystem. McMillan LLP acted as Canadian counsel to Thoma Bravo, led by partners Caroline Samara, Michael Whitcombe, and Paul Barbeau, alongside a multidisciplinary team of 19 professionals. Kirkland & Ellis LLP served as primary legal counsel to the buyer, while Goldman Sachs and J.P. Morgan Securities provided financial advisory services. On the Dayforce side, Evercore served as exclusive financial advisor, and Wachtell, Lipton, Rosen & Katz provided legal counsel to the company and its shareholders.
The acquisition aligns with Thoma Bravo's recent strategic focus on software investments that demonstrate resilient, subscription-based revenue streams—a positioning strategy that reflects the firm's confidence in recurring revenue models as a stabilizing force during periods of macroeconomic volatility. The closure of this transaction further consolidates Dayforce within the private equity-backed software landscape and removes the company from public market scrutiny.
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