This article is proudly sponsored by Sew Torn, a film by Diamantis Zavitsanos!
Thoma Bravo to Acquire Dayforce in $12.3 Billion Take-Private Deal Backed by Goldman Sachs
Deal Overview
Private equity firm Thoma Bravo has agreed to acquire Dayforce (NYSE: DAY) in a deal valued at $12.3 billion, including debt. Shareholders will receive $70 per share, representing roughly a 32% premium over Dayforce’s trading price before acquisition talks surfaced. Once completed, Dayforce will become a private company under Thoma Bravo’s ownership.
The Abu Dhabi Investment Authority (ADIA) will also make a significant minority equity investment, further bolstering the financial backing behind the transaction. The deal is expected to close in early 2026, pending shareholder and regulatory approval.
Goldman Sachs Steps In With $6 Billion Debt Package
The financing structure is being spearheaded by Goldman Sachs, which has pledged a $6 billion debt package to support the buyout. That package is split between:
-
$5.5 billion in term loans
-
$500 million revolving credit facility
Additional lenders are expected to join the syndicate, and final loan terms are still being negotiated. Importantly, the acquisition is not contingent on financing—the capital is already secured, ensuring deal certainty.
Legal and Financial Mechanics
The merger agreement includes significant protections for both buyer and seller:
-
$351 million termination fee payable by Dayforce under certain conditions
-
$702 million reverse termination fee payable by the buyers if the deal falls through on their end
By securing funding in advance and structuring fees around deal risk, the transaction is designed to move forward with minimal uncertainty.
Why Thoma Bravo Wants Dayforce
Thoma Bravo has spent years building a portfolio of enterprise and HR technology leaders. With Dayforce, it gains a global human capital management (HCM) platform that integrates payroll, workforce management, benefits, and talent solutions under one roof.
The acquisition aligns with Thoma Bravo’s strategy of:
-
Scaling mission-critical software businesses
-
Investing in AI and automation within HCM
-
Expanding international reach in HR software markets
Dayforce’s strong recurring revenue base and sticky customer adoption make it an ideal fit for a leveraged buyout structure.
What’s Next
The acquisition now moves into the regulatory review process, including antitrust clearance and shareholder approvals. Assuming no major hurdles, the deal is expected to close in early 2026.
For Dayforce shareholders, the $70 cash payout provides immediate value. For Thoma Bravo, the acquisition represents another step in consolidating the enterprise software sector—leveraging cheap debt financing, minority equity backing, and operational expertise to extract long-term value.
Final Takeaway
Thoma Bravo’s $12.3 billion acquisition of Dayforce, backed by Goldman Sachs’ $6 billion debt package, is a textbook private equity deal: premium paid to shareholders, secured financing, regulatory approvals pending, and a clear growth roadmap in enterprise HR software.
DISCLAIMER: This analysis of the aforementioned stock security is in no way to be construed, understood, or seen as formal, professional, or any other form of investment advice. We are simply expressing our opinions regarding a publicly traded entity.
© 2025 MacroHint.com. All rights reserved.