Thoma Bravo has entered acquisition discussions with Workday at a valuation near $51 billion, according to people familiar with the matter. The same week, the firm closed a $16 billion agreement for Dayforce, Workday's direct competitor in cloud-based human capital management. Two competing platforms, one buyer, both transactions structured to exit public markets within sixty days of each other.
Workday trades at $245 per share as of market close Thursday, placing enterprise value at roughly $64 billion when debt and cash are netted. Thoma Bravo's entry point would require either a consortium structure or the largest solo take-private in software history. The Dayforce transaction, by comparison, cleared at 1.3x trailing revenue—a multiple Workday has not seen since late 2021. If applied uniformly, that ratio prices Workday closer to $42 billion on $8.1 billion in fiscal 2025 revenue, leaving $9 billion of valuation gap to bridge or walk away from.
The timing reflects a structural shift. Enterprise software multiples compressed 62% from their 2021 peaks, creating the first environment since 2015 where private equity can acquire scaled SaaS platforms without paying for optionality. Workday's gross margin sits at 76%, free cash flow at $2.3 billion annually, and customer concentration remains low—no single account represents more than 2% of revenue. These are the unit economics that support leveraged recapitalization without operational surgery. Thoma Bravo's thesis appears less about cutting costs than about removing the public-market penalty on predictable, non-hypergrowth revenue. Workday grew top-line 16% last fiscal year. That pace no longer commands 8x revenue in public markets, but it funds debt service cleanly in private hands.
The dual pursuit of Workday and Dayforce also signals portfolio construction logic. Thoma Bravo now holds stakes in Planview, Sophos, and Powerbase—all enterprise infrastructure, none directly competitive. Owning both dominant HCM platforms would create optionality around cross-sell, data layer integration, and customer lock-in without triggering antitrust review. The two companies serve overlapping but non-identical buyer profiles: Workday skews toward Fortune 500 finance and HR chiefs, Dayforce toward mid-market retail and hospitality operators. A combined entity could command 18% of the global HCM software market by revenue, still well below the threshold that drew regulatory scrutiny in prior vertical roll-ups.
Allocators should track three follow-on events. First, whether Thoma Bravo files a Schedule 13D within ten trading days, which would confirm a stake above 5% and formalize acquisition intent. Second, competing bids from Vista Equity or Silver Lake, both of whom have raised capital for exactly this environment and hold adjacent enterprise software assets. Third, Workday's board response—management has historically resisted take-private overtures, and co-founder Aneel Bhusri controls enough voting shares to complicate any hostile path. Expect clarity on structure or withdrawal by late February, when Thoma Bravo's Dayforce financing closes and frees up balance sheet capacity.
The $67 billion in dry powder Thoma Bravo raised between 2022 and 2024 was built for exactly this moment. Workday is the first test of whether that capital can acquire durable enterprise infrastructure at replacement cost, or whether public markets have already priced in the re-rating.
The takeaway
$51 billion Workday talks mark largest enterprise software take-private attempt since multiples collapsed, testing PE's ability to acquire scaled SaaS at post-reset valuations.
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