February 04, 2026

Dayforce taken private by Thoma Bravo for US$12.3 billion

Goodmans LLP advised Dayforce, Inc. as Canadian counsel in connection with its acquisition by Thoma Bravo in an all-cash transaction with an enterprise value of US$12.3 billion.

This transaction provided immediate and substantial value to Dayforce stockholders, and allowed Thoma Bravo to accelerate its business as the human capital management (HCM) leader for a world of work shaped by AI. Dayforce continues to operate under its name and brand.

Dayforce Inc. specializes in HCM software, selling payroll and other human-resources services, including benefits and work force and talent management administration, on a single online subscription-based platform. The company is based in Minneapolis but largely managed out of Canada.

Thoma Bravo is one of the largest software-focused investors in the world.

Goodmans LLP continues to be a leader in the corporate and M&A space, bringing strength to advising major multinational corporates and financial institutions involved in high-value, multi-jurisdictional M&A, reorganisations and corporate governance matters. — The Legal 500 Canada
Goodmans have excellent subject matter expertise and actionable strategy and advice. They give deep confidence of their ability to capably handle complex and sophisticated matters. — Chambers Canada
The corporate and commercial team has impressive depth with experienced and highly skilled counsel at all relevant levels, from senior partner to junior associate. — Chambers Canada
The Corporate/Commercial team at Goodmans make it seem as though we are their only client. They are our go-to external corporate-commercial counsel. — Chambers Canada
Clients note, "They have a good team of very experienced lawyers who know the process, " adding, "They have a good bench strength." — Chambers Canada
Clients note, "They get our business and what we're trying to accomplish. It's not just technical advice." — Chambers Canada
One interviewee reported, "The Goodmans team as a whole is excellent," adding: "The lawyers are very responsive and get the job done. It is of great assurance to have them as our legal advisers." — Chambers Canada
One client noted, "...they handled a very complicated transaction involving many jurisdictions and did a very good job. They are always able to make comparative decisions through a relatively simple way and try to balance risk and find solutions." — Chambers Canada
Clients note, "The client service at Goodmans has always been excellent, and they are very deep from a corporate and financing perspective." — Chambers Global
Interviewees praise the firm's work on cross-border matters, saying: "The team's coordination is superb, its work ethic unparalleled and the service excellent." — Chambers Global
One client noted, "very strong legal minds, focus in on the business issues...good communicators, include my internal team as much or as little as we may want on a particular project." — IFLR1000
....punches above its weight for big-ticket M&A in Canada, recently advising on substantial transactions in mining, energy, technology and cannabis sectors. — Chambers Global
Clients commend Goodmans for being, "very entrepreneurial in their culture, in addition to being able to provide sophisticated and excellent legal assistance." — Chambers Canada

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Dayforce taken private by Thoma Bravo for US$12.3 billion

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