Private-equity firm Thoma Bravo has agreed to acquire human-resources software provider Dayforce in an all-cash transaction that values the company at about $12.3 billion, including debt. Shareholders will receive $70 in cash for each share, a 32 percent premium to Dayforce’s closing price on 15 August, when reports of advanced talks first emerged. The deal, which represents Thoma Bravo’s largest take-private to date, gives Dayforce an equity value of roughly $11.2 billion. A subsidiary of the Abu Dhabi Investment Authority will take a minority stake, and Dayforce will delist from U.S. and Canadian exchanges upon completion. The companies expect to close the acquisition in early 2026, pending customary shareholder and regulatory approvals. Goldman Sachs has committed about $6 billion of debt financing to back the purchase, according to people familiar with the matter. The transaction underscores private equity’s continued appetite for subscription-based software companies as volatile economic conditions steer institutional investors toward businesses with recurring revenue.