Thoma Bravo Eyes $8.4B Dayforce Buyout as SaaS M&A Reignites

Private equity firm pursues major HR software acquisition as enterprise tech deals gain momentum across SaaS sector

Key Takeaways

• $8.4 billion acquisition target – Thoma Bravo advances talks to acquire HR software provider Dayforce Inc in a take-private deal that could be announced within weeks.
• Strong financial performance drives interest – Dayforce reported $465 million in Q2 revenue with 31.7% adjusted EBITDA margin and $171,000 revenue per customer, attracting private equity attention.
• SaaS consolidation accelerates – The deal signals continued private equity appetite for profitable software companies with recurring revenue models despite challenging dealmaking conditions.

Introduction

Private equity giant Thoma Bravo has entered advanced acquisition talks with human resources software provider Dayforce Inc, targeting an $8.4 billion take-private transaction. The Minneapolis-based company operates a comprehensive cloud-based HR platform serving nearly 7,000 global customers.

The discussions represent one of the largest potential software acquisitions this year, highlighting private equity’s continued focus on profitable SaaS businesses. Dayforce’s strong financial metrics and market position in the fragmented human capital management sector make it an attractive consolidation target.

Key Developments

Sources familiar with the matter confirm Thoma Bravo leads the acquisition discussions, though negotiations remain fluid and could face delays or dissolution. The timeline suggests a potential announcement within the coming weeks if talks progress successfully.

Dayforce has demonstrated consistent growth trajectory with Q2 2025 results showing $465 million in total revenue, representing 10% year-over-year growth. Recurring revenue reached $316 million, up 14% annually, while adjusted EBITDA climbed 27% to $147 million.

The company recently launched AI-powered features including automated scheduling and compliance tools. These “AI Agents” enhance the platform’s core offerings across payroll, benefits administration, and workforce management functions.

Market Impact

Dayforce shares have attracted institutional interest due to the company’s 31.7% adjusted EBITDA margin and $171,000 average revenue per customer. These metrics position it favorably among enterprise software peers in the current market environment.

The human capital management market, valued at approximately $35 billion, continues attracting private equity investment despite broader dealmaking challenges. Thoma Bravo’s pursuit signals confidence in recurring revenue models and consolidation opportunities within the sector.

SaaS valuations have moderated from pandemic-era peaks but remain elevated for mission-critical enterprise applications. Companies demonstrating strong unit economics and AI integration capabilities command premium multiples from acquirers.

Strategic Insights

Thoma Bravo’s interest reflects its established “buy-and-build” strategy, having completed over 200 software acquisitions since 2006. Dayforce’s comprehensive platform provides a foundation for potential bolt-on acquisitions to further consolidate the fragmented HR technology landscape.

The acquisition would strengthen Thoma Bravo’s enterprise software portfolio at a time when AI-driven automation becomes increasingly valuable to corporate customers. Dayforce’s single-database architecture and real-time processing capabilities align with market demands for integrated solutions.

Private equity firms increasingly target software companies handling sensitive data due to their regulatory moats and customer switching costs. HR platforms like Dayforce benefit from these dynamics while serving essential business functions.

Expert Opinions and Data

Industry analysts view the potential transaction as validation of end-to-end HCM platforms, particularly those integrating artificial intelligence capabilities. According to Bloomberg, the deal structure reflects continued investor appetite for scalable software businesses with global reach.

The acquisition timeline coincides with Dayforce’s expansion of its partner ecosystem and introduction of performance management modules. The company serves government clients including the Government of Canada alongside large enterprise customers across multiple industries.

Market observers expect the transaction to accelerate further consolidation within the HCM sector. Competitors may pursue strategic partnerships or merger opportunities to maintain competitive positioning against expanded software platforms under private equity ownership.

Conclusion

Thoma Bravo’s pursuit of Dayforce exemplifies current trends in enterprise software investing, emphasizing profitable growth, recurring revenues, and AI integration capabilities. The potential $8.4 billion transaction represents significant private equity commitment to the human capital management sector.

The deal discussions underscore the enduring appeal of mission-critical software platforms that combine strong financial performance with innovation in automation and analytics. Success of these negotiations will depend on final valuation terms and regulatory approval processes in the coming weeks.