8-K: Thoma Bravo Completes Dayforce Acquisition for $12.3B

Thoma Bravo has finalized its acquisition of Dayforce, Inc. for approximately US$12.3 billion, taking the HCM leader private.

Summary

• Dayforce, Inc. was acquired by Dayforce Bidco, LLC, an affiliate of Thoma Bravo, L.P., for approximately US$12.3 billion.
• The acquisition was completed on February 4, 2026, with Dayforce becoming a wholly-owned subsidiary of Dayforce Bidco, LLC.
• Dayforce stockholders received US$70.00 in cash for each share of common stock.
• The company's common stock has ceased trading and will be delisted from the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX).
• Outstanding 0.25% Convertible Senior Notes due 2026 are no longer convertible into common stock but into cash based on the merger consideration, equating to $529.487 per $1,000 principal amount.
• The Convertible Notes will mature and be paid in full on March 16, 2026, prior to the Fundamental Change Repurchase Date, meaning holders will not receive the Fundamental Change Repurchase Price.
• All outstanding commitments under the Credit Agreement dated February 29, 2024, were terminated, and all outstanding loans were repaid.
• Privately negotiated capped call transactions related to the Convertible Notes were terminated in exchange for a nominal payment to Dayforce.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for Dayforce, enabling strategic growth and innovation under private ownership, while providing a clear cash exit for public shareholders. The negative impact on convertible note holders is a specific financial detail rather than a broad company sentiment.

Positives

• Dayforce stockholders received a cash payment of $70.00 per share, providing immediate liquidity and a defined return.
• The acquisition by Thoma Bravo, a software-focused investment firm, is expected to accelerate Dayforce's growth, enhance customer value, and strengthen its leadership in AI-powered Human Capital Management (HCM).
• The company's Credit Agreement was terminated, and all outstanding loans were repaid, indicating a clean financial slate post-acquisition.
• Termination of capped call transactions for a nominal payment to the company is a favorable outcome.

Negatives

• Dayforce's common stock has ceased trading and will be delisted from the NYSE and TSX, removing public investment opportunities.
• Holders of 0.25% Convertible Senior Notes due 2026 will convert their notes into cash at $529.487 per $1,000 principal amount, which is less than the principal amount, and will not benefit from the Fundamental Change Repurchase Price due to the notes maturing prior to the repurchase date.

Risks

• Disruption of management time from ongoing business operations due to the transaction.
• Risk of any unexpected costs or expenses resulting from the transaction.
• Risk of any litigation relating to the transaction.
• Risk that the transaction could have an adverse effect on the ability of Dayforce to retain and hire key personnel.
• Risk that the transaction could have an adverse effect on the ability of Dayforce to maintain relationships with customers, vendors, partners, employees, stockholders, and other business relationships.
• Risk that the transaction could have an adverse effect on Dayforce's operating results and business generally.

Future Outlook

Dayforce, now a private company under Thoma Bravo, aims to accelerate its growth, further customer value, and drive innovation to strengthen its leadership in AI-powered Human Capital Management (HCM). Thoma Bravo intends to support Dayforce in scaling its business, expanding its market reach, and achieving its full potential.

Management Comments

• "Today marks a pivotal moment for Dayforce in advancing our promise to make work life better as the AI-powered people platform." David Ossip, Chair and CEO of Dayforce.
• "With Thoma Bravo's support, we are even better positioned to scale our business, further customer value, and drive innovation that empowers our community to do the work they are meant to do." David Ossip, Chair and CEO of Dayforce.
• "Dayforce is actively creating the future of HCM, backed by a platform and team that deliver real, measurable results for its customers." Holden Spaht, Managing Partner at Thoma Bravo.
• "With demand for intelligent, AI-driven HR technologies accelerating, we are excited to welcome Dayforce to Thoma Bravo's portfolio and together unlock their next phase of growth and customer impact." Holden Spaht, Managing Partner at Thoma Bravo.
• "Dayforce has a clear vision for the AI-powered workforce, driven by its commitment to strong customer relationships and continuous innovation." Tara Gadgil, Partner at Thoma Bravo.
• "We see significant opportunity to help Dayforce expand its reach and achieve its full potential in the years ahead." Tara Gadgil, Partner at Thoma Bravo.

Industry Context

StockSavvy.ai notes that this acquisition highlights the ongoing consolidation and private equity interest in the Human Capital Management (HCM) software sector, particularly for companies with strong AI capabilities. The move to private ownership under Thoma Bravo, a firm specializing in software investments, positions Dayforce to potentially accelerate its strategic initiatives and innovation without the pressures of public market scrutiny. This trend reflects the increasing demand for integrated, intelligent HR technologies that can deliver measurable value to organizations, a space where Dayforce aims to solidify its leadership.

Comparison to Industry Standards

• The acquisition price of US$12.3 billion for Dayforce, a global HCM leader, reflects a premium valuation typical for established software companies with strong market positions and growth potential in the current M&A environment. While specific comparable transactions are not detailed in the filing, similar large-scale private equity buyouts in the enterprise software space, such as Vista Equity Partners' acquisition of Citrix Systems or Hellman & Friedman's investment in Ultimate Software (now UKG), often target companies with robust recurring revenue models and opportunities for operational efficiency improvements under private ownership.
• Dayforce's focus on an 'AI-powered people platform' aligns with broader industry trends where competitors like Workday, SAP SuccessFactors, and Oracle HCM Cloud are heavily investing in artificial intelligence and machine learning to enhance HR functionalities, from talent acquisition and management to payroll and analytics. The transition to private ownership could allow Dayforce greater flexibility to make long-term R&D investments in AI without immediate quarterly earnings pressure, potentially accelerating its competitive edge against these larger players.
• The delisting from both NYSE and TSX is a standard outcome for public companies undergoing a full acquisition by a private equity firm, allowing the new owners to implement strategic changes away from public market reporting requirements and short-term investor expectations.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders:** Public shareholders received $70.00 cash per share, providing a definitive return and liquidity, but losing future equity upside in Dayforce.
• **Employees:** The company is expected to accelerate growth and innovation under Thoma Bravo, potentially leading to new opportunities or strategic shifts within the workforce. Unvested equity awards were converted into cash payment rights, subject to original vesting, providing continuity for employee incentives.
• **Customers:** The acquisition aims to further customer value and drive innovation in HCM, suggesting potential enhancements to products and services.
• **Creditors (Convertible Note Holders):** Holders of the 0.25% Convertible Senior Notes due 2026 will receive cash at a value of $529.487 per $1,000 principal amount, which is less than the principal amount, and will not benefit from the Fundamental Change Repurchase Price due to the notes' imminent maturity. This represents a negative outcome for these specific creditors.
• **Management:** The board of directors saw a complete change, with previous directors ceasing their roles and new directors appointed by the acquiring entity, reflecting a shift in corporate control.

Next Steps

• The Company will notify NYSE to withdraw the listing of its common stock and request NYSE to file Form 25 with the SEC for delisting and deregistration under Section 12(b) of the Exchange Act.
• Upon effectiveness of Form 25, the Company intends to file Form 15 with the SEC to terminate registration under Section 12(g) and suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.
• The Company has provided notice to the TSX regarding the merger completion, and delisting from the TSX is anticipated within one to two trading days.
• The Company intends to file an application to cease being a reporting issuer in applicable Canadian jurisdictions.
• Holders of 0.25% Convertible Senior Notes due 2026 will receive cash payment for their notes on March 16, 2026, upon maturity.

Key Dates

Recommendation

The company has been acquired and its common stock has ceased trading and will be delisted. Public shareholders have received a cash payout of $70.00 per share. For any remaining public shareholders, the recommendation is to 'sell' if they still hold shares, as the company is no longer publicly traded and there is no market for its stock. For convertible note holders, the notes will be paid out at maturity, so there is no 'buy' or 'sell' action on the stock itself.

Keywords

Dayforce, Thoma Bravo, Acquisition, Human Capital Management, HCM, Private Equity, Delisting, Merger, Convertible Notes, AI, Software, Corporate Governance