A group of funds managed by Thoma Bravo, L.P. and Abu Dhabi Investment Authority entered into an agreement to acquire Dayforce Inc. (NYSE:DAY) for approximately $11.5 billion in a going private transaction on August 20, 2025. Under the terms of the agreement, Dayforce stockholders will receive $70 per share in cash. Thoma Bravo has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the merger agreement. Financing for the transaction is being provided by Goldman Sachs &Co. LLC. The transaction includes a significant minority investment from Abu Dhabi Investment Authority. The Dayforce is required to pay buyers a termination fee of $351 million in cash on termination of the merger agreement underspecified circumstances. The merger agreement also provides that a reverse termination fee of $702 million will be payable by buyers to the Dayforce under specified circumstances. Upon completion of the transaction, Dayforce?s common stock will no longer be listed on any public stock exchange. The Company will continue to operate under the Dayforce name and brand.

The transaction is subject to approval of Dayforce stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance of the transaction under the Competition Act (Canada), approval by the Officer of the Comptroller of the Currency, receipt of certain other regulatory approvals and the receipt of required regulatory approvals. The transaction is not subject to a financing condition. The transaction was approved by the Board of Directors of parties. The transaction is expected to close in early 2026. Transaction aims to accelerate Dayforce?s Growth, Customer Value, and AI Leadership in HCM. As of October 8, 2025, T. Rowe Price Associates, Inc. intended to vote against the transaction. The HSR Waiting Period expired on October 20, 2025. As of October 29, 2025, the transaction is expected to close in late 2025 or early 2026. As of November 12, 2025, Dayforce shareholders approved the transaction. As of February 2, 2026, Dayforce Inc. has received all required regulatory approvals and expects the Merger to close in the next five (5) business days, subject to the satisfaction or waiver of the closing conditions specified in the Merger Agreement.

Evercore Group L.L.C. acted as financial and fairness opinion provider to Dayforce and will receive a fee of $10 million for opinion provided and $30 million as advisory fee. Cole Parker, Bradley C. Reed, Brett R. Nelson, Josephine Bae, Brian Ford, Fred N. Lim, Alexander J. Straka, Adam Kool, Michael P. Keeley and Aaron H. Lorber of Kirkland & Ellis LLP acted as legal advisors to Thoma Bravo. Edward D Herlihy, Brandon C., Michael J. Schobel, Gregory E. Pessin, T. Eiko Stange, Rachel B. Reisberg, Nelson O. Fitts, Amelia R. Wrigley, Richard K. Kim, Ledina Gocaj and Justin R. Orr of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Dayforce. Goldman Sachs &Co. LLC and J.P. Morgan Securities LLC acted as financial advisors to Thoma Bravo. Benjamin Goodchild of Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Evercore Partners as financial advisor to Dayforce. Innisfree M&A Incorporated acted as proxy solicitor to Dayforce. Alfred Xue, Stelios Saffos, Peter Sluka, Jesse Sheff, Clever Gallegos, Katherine Page and Bora Bozkurt of Latham & Watkins LLP represented the financing source in the transaction. Goodmans LLP acted as legal advisor to Dayforce. Glass, Lewis & Co., LLC acted as proxy solicitor to Dayforce Inc.

A group of funds managed by Thoma Bravo, L.P. and Abu Dhabi Investment Authority completed the acquisition of Dayforce Inc. (NYSE:DAY) in a going private transaction on February 4, 2026.