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Dayforce Inc. announced Thursday it has entered into a definitive agreement to be taken private by software investment powerhouse Thoma Bravo in a transaction valued at $12.3 billion. The blockbuster deal, steered by Wachtell Lipton for Dayforce and Kirkland & Ellis for Thoma Bravo, positions the human capital management (HCM) technology leader for accelerated growth in the age of artificial intelligence.

Under the terms, Dayforce shareholders will receive $70 per share in cash—a 32% premium over the company’s unaffected closing stock price on Aug. 15.

Abu Dhabi Investment Authority Joins the Play

The deal also includes a “significant” minority investment from a subsidiary of the Abu Dhabi Investment Authority, signaling international confidence in Dayforce’s strategy and growth potential.

Dayforce chair and CEO David Ossip hailed the move as transformative:

“With Thoma Bravo, we are partnering with a truly special organization 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’s Expanding Tech Empire

Chicago-based Thoma Bravo, which manages $184 billion in assets as of March 31, has built a reputation as one of the world’s most aggressive and successful private equity firms focused on software and technology.

Managing partner Holden Spaht called Dayforce “a clear category leader” in HCM:

“We see significant opportunity to accelerate growth, deepen customer impact, and continue to drive innovation across the global HCM landscape.”

Closing Timeline and Advisers

The Dayforce $12.3B Thoma Bravo deal has already been approved by Dayforce’s board and is expected to close in early 2026, subject to shareholder and regulatory approvals.

• Financial Advisers: Evercore (Dayforce); Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (Thoma Bravo).

• Legal Counsel: Wachtell Lipton Rosen & Katz led by Edward D. Herlihy and Brandon C. Price (Dayforce); Kirkland & Ellis team led by Cole Parker and Brad Reed (Thoma Bravo).

This latest acquisition underscores Thoma Bravo’s strategy of betting big on AI-driven platforms that redefine the workplace of the future.