Buyer · PE
Thoma Bravo
Why this buyer matters
Thoma Bravo is the world's largest software-focused private equity firm, with over $181 billion in assets under management as of 30 September 2025 (Thoma Bravo, 2025-09-12). The firm has invested in more than 535 software companies across its 40+ year history, and its current portfolio of 75+ companies generates approximately $30 billion in annual revenue and employs over 93,000 people globally (SaaStr, June 2025).
For a founder running a $2–50M ARR vertical SaaS company, Thoma Bravo is a known name — but the question is which of its three buyout platforms (if any) would actually be in the room. The answer matters because Thoma Bravo's floor on enterprise value is materially higher than Vista's Endeavor Fund floor, and below roughly $100M EV, Thoma Bravo simply does not compete at this size.
The three-fund structure
Thoma Bravo operates three buyout platforms in parallel, plus a new Europe Fund. The firm closed a record $34.4 billion fundraise across three vehicles in June 2025 (Thoma Bravo press release, 2025-06):
- Fund XVI (flagship, large-cap): $24.3 billion, hard-capped. Targets control investments in software up to $12 billion of enterprise value. Recent deals: Darktrace ($5.3B, closed 2024), Coupa Software, Anaplan, Qlik, SolarWinds, Proofpoint.
- Discover Fund V (middle-market): $8.1 billion, closed 30% above its predecessor and above its $7 billion original target (inforcapital.com). Launched October 2023. Continuation of Thoma Bravo's "buy-and-build" middle-market buyout strategy.
- Europe Fund: €1.8 billion (approximately $1.95 billion), hard-capped. First dedicated European vehicle (Private Equity Insights, 2025).
- Explore Fund (lower middle-market): separate, smaller fund. Targets software businesses down to roughly $100 million of enterprise value (The Deal podcast, Carl Press interview). Explore is explicit about partnering with management teams who want to remain with their companies after the transaction.
The Carl Press quote is the cleanest anchor: "We have three distinct buyout funds that allow us to make control investments in software up to $12 billion of enterprise value, all the way down to about $100 million of enterprise value." That $100M EV floor is the number to remember.
Worth noting: none of the other buyout funds that closed in Q1 2025 exceeded $5 billion, so the $34.4B fundraise was the single largest software-focused PE fundraise of the cycle (SaaStr, June 2025).
Relevance to the Rivas Will mandate ($2–50M ARR)
I think Thoma Bravo only enters a Rivas Will process at the very top of the band. The Explore Fund's ~$100M enterprise value floor implies, at typical 2025–2026 vertical SaaS multiples of 4–7x ARR, a minimum ARR of roughly $15–25M. Below that, a Rivas Will founder will not see Thoma Bravo in the room — they will see Vista Endeavor (targets $10–30M ARR at $30–100M purchase price), Constellation Software's six operating groups, Topicus, Arcadea Group ($1–20M ARR target), and Valsoft.
Thoma Bravo is a comparison name. A founder selling at $12M ARR who is told "this is a Thoma Bravo kind of asset" is being flattered, not given an accurate read on who will actually bid. The accurate read at $12M ARR is Vista Endeavor and the permanent-capital holdcos. Thoma Bravo becomes a real bidder only when the founder clears roughly $20M ARR and the company has the kind of operational profile (recurring revenue, low churn, category leadership) that justifies an Explore-sized cheque.
Once a founder is over $25M ARR, Thoma Bravo is materially in play. Over $50M ARR, the mandate is out of Rivas Will's band entirely and into Discover Fund territory.
Recent deals to cite in founder conversations
- Dayforce → Thoma Bravo, completed 4 February 2026, ~$12.3 billion all-cash take-private (Thoma Bravo press release; McMillan deal note, 4 February 2026; Yahoo Finance close confirmation; Stocktitan close announcement). $70 per share in cash; agreement signed 21 August 2025; close 4 February 2026; Dayforce delisted from both NYSE and TSX. The largest Thoma Bravo close of 2026 to date and the firm's flagship workforce/HCM platform. Evercore advised Dayforce; Wachtell, Lipton, Rosen & Katz acted as Dayforce's legal counsel; McMillan LLP advised Thoma Bravo on Canadian aspects. Thoma Bravo's Behind the Deal podcast episode of 23 April 2026 frames the deal explicitly as an AI-and-scale play in the workforce-software category — the public-facing version of Orlando Bravo's "AI valuations are bubbly but enterprise software fundamentals are intact" thesis applied at scale.
- Olo → Thoma Bravo, completed 12 September 2025, ~$2.0 billion all-cash equity value (Olo / PR Newswire, 2025-09-12). $10.25 per share, a 65% premium over Olo's closing price on 30 April 2025 (SaaStr). Olo is the open SaaS platform for over 750 restaurant brands globally. Public-to-private restaurant-tech take-private, now held by the Thoma Bravo flagship. This is the deal that re-established Thoma Bravo as an active restaurant-tech buyer.
- Verint Systems → Thoma Bravo, announced 1 September 2025, $2.0 billion enterprise value (Verint press release, 2025; Aragon Research, 2025-09). Verint is a contact-center and customer-experience automation platform. Thoma Bravo combined it with its existing portfolio company Calabrio — a deliberate platform merger inside the contact-center sub-vertical, not a standalone acquisition.
- Darktrace → Thoma Bravo, closed 2024, £4.3 billion / $5.3 billion (FT, 2024). London-listed cybersecurity AI firm taken private. Framed at the time as a significant blow to the London Stock Exchange.
- WWEX Group → Thoma Bravo, announced March 2026 (Tracxn, Mar 2026). Third-party logistics platform founded 1994, based in Tempe AZ, to be combined with Auctane (ShipStation). Another deliberate platform tuck-in.
- HCSS → Nemetschek, announced 13 April 2026, ~$2.4 billion (Nemetschek, 13 Apr 2026; Bloomberg, 13 Apr 2026; ENR, 13 Apr 2026). Thoma Bravo agreed to sell HCSS, a Houston-based heavy civil construction software business (estimating, operations, fleet management), to the Munich-listed Nemetschek Group (FWB: NEM). Deal structure is a stock-based combination: Nemetschek receives ~72% of an enlarged Build & Construct segment (adding HCSS to existing brands Bluebeam, GoCanvas/SiteDocs, and Nevaris); Thoma Bravo retains ~28% as minority shareholder. Nemetschek CEO Yves Padrines told Bloomberg the deal values HCSS at "slightly above 20 times its 2025 earnings before interest, taxes, [depreciation and amortisation]." HCSS generated ~$215M revenue in 2025 with ~21% ARR growth and ~40% EBITDA margin per the primary Nemetschek release. Closing expected 2H 2026 subject to regulatory approvals. Entry-to-exit math: Thoma Bravo completed its HCSS acquisition 16 November 2021 (Thoma Bravo, Nov 2021) — a ~4.6-year hold, exiting at 20x 2025 EBITDA into a listed strategic. Steve McGough was HCSS CEO at exit, having been CEO at entry. This is the first cited multiple on a Thoma Bravo vertical-software exit since the Olo take-private. Update 14 April 2026: in a Reuters interview, Nemetschek CEO Yves Padrines said Thoma Bravo could sell its retained 28% Build & Construct stake through an IPO — Global Banking & Finance Review framed an IPO exit as the "preferred route." That closes the brief's prior open question on whether the 28% retained stake was permanent or pre-negotiated to roll off: the public counterparty has now framed it as a second-stage exit path, not a permanent PEMS-style position.
The Verint–Calabrio and WWEX–Auctane pattern is worth flagging: when Thoma Bravo is already in a sub-vertical, it buys adjacencies and merges them into the existing platform rather than running each as a standalone. For a founder whose competitor is already in the Thoma Bravo portfolio, the offer is likely to be "join the platform" rather than "be the platform," and the economics reflect that. The HCSS → Nemetschek trade is the other side of that pattern: when the Thoma Bravo-owned platform has reached saturation in its sub-vertical, the sponsor sells into a listed strategic's roll-up, retaining a minority to participate in the combined upside. Rivas Will founders in the Thoma Bravo band should expect both options to be on the table depending on where the sponsor is in its hold cycle.
2026 AI-platform pivot: the Google Cloud partnership
On 15 April 2026, Thoma Bravo and Google Cloud announced a strategic partnership to accelerate AI adoption across Thoma Bravo's 75+ enterprise software portfolio (Google Cloud Press Corner, 15 Apr 2026; Thoma Bravo press release, 15 Apr 2026; Axios Pro, 15 Apr 2026). Portfolio companies will embed Google's Gemini models, Gemini Enterprise agentic-AI platform, and Agent Platform into their product stacks, and distribute via Google Cloud Marketplace. Seven cybersecurity portfolio companies are named in the release — Proofpoint, SailPoint, Darktrace, Ping Identity, Sophos, Imprivata, Exabeam — collectively generating ~$8B in annual revenue, and will co-develop offerings to identify AI-enabled security threats. Axios Pro (citing Bloomberg) reports the project will cost Thoma Bravo "billions over several years."
Orlando Bravo's quoted framing — "This partnership will allow our portfolio companies to rapidly implement leading AI technology from Google Cloud" — is the operator version of the "AI valuations are in a bubble but enterprise software fundamentals are intact" public thesis he has been repeating since mid-2025. The message to founders: Thoma Bravo has chosen a cloud-and-model partner at the portfolio level. A $15–25M ARR vertical SaaS company engaged by Explore in 2026 should expect a post-close integration track that includes an expected Gemini/Agent Platform rollout alongside the usual pricing, CAC, and org-design work. For founders who are evaluating which sponsor to run a process with, the partnership is also a differentiator: Vista is operator-heavy on its own playbook; Thoma Bravo is now operator-heavy plus hyperscaler-aligned.
People
- Orlando Bravo — co-founder and Managing Partner. Puerto Rican, now based in Miami though the firm's HQ remains Chicago. Named a billionaire through his Thoma Bravo stake. The public voice of the firm. His 2025–2026 commentary has focused on the thesis that AI valuations are in a bubble but enterprise software fundamentals are intact, and on call-center software as a contrarian consolidation opportunity (SaaStr, 2025).
- Carl Press — LP Partner, interviewed by The Deal's Behind the Buyouts podcast on the Explore platform and Thoma Bravo's middle-market roots (The Deal). The source of the $100M–$12B enterprise value range quote.
Headquarters
Thoma Bravo is headquartered at 110 N. Wacker Drive, 32nd Floor, Chicago, IL 60606 (Thoma Bravo, Contact). Orlando Bravo operates primarily from Miami, but the firm is not a Miami firm — the SEC filings, the operating team, and the LP-facing infrastructure are in Chicago.
Open questions for the next update
- What is the Explore Fund's 2025–2026 deployment pace? The Ciro Riccardi LinkedIn analysis flags that Explore had the largest drop in transactions from its 2021–2022 peak (LinkedIn, Riccardi, 2024), which would matter for a founder at the $15–25M ARR threshold deciding whether Thoma Bravo is a realistic bidder in 2026. SERP queries on 2026-04-30 surfaced Thoma Bravo's own Explore platform page and a 2022-vintage Exostar Behind-the-Deal episode, but no quantified 2026 deployment-pace data — likely behind a PitchBook subscription. Queue a paid PitchBook pull on Thoma Bravo Explore Fund I/II to anchor the question.
- Which specific vertical SaaS companies sit in Thoma Bravo's current portfolio under the $50M ARR mark? The firm reports 75+ portfolio companies generating $30B aggregate revenue — so the average portfolio company is ~$400M revenue, which is well above the Rivas Will band. The sub-$50M ARR names would all be Explore assets; a full Explore sub-portfolio pull is worth a dedicated update.
- Orlando Bravo's call-center consolidation thesis (Verint + Calabrio) — is the same "consolidate an unloved sub-vertical" logic being applied anywhere in the $2–50M ARR vertical SaaS space?
- ~~What is the redeployment path for the HCSS exit proceeds plus the ~28% Build & Construct minority stake — does Thoma Bravo treat the retained stake as permanent, or is it pre-negotiated to roll off at a second-stage transaction?~~ Answered 2026-04-30: per Padrines on 14 April 2026, the 28% stake is intended to roll off through an IPO of the enlarged Build & Construct segment — second-stage exit path, not permanent PEMS-style position. Open follow-up: what is the implied IPO timing, and which exchange?
- Does the Google Cloud partnership extend to Explore-sized deals? The seven named portfolio companies are all large-cap cybersecurity assets — if a $20M ARR vertical SaaS Explore target also gets a discounted Gemini/Agent Platform rollout at signing, the partnership is a real differentiator at the Rivas Will band. If it is effectively a large-cap-only programme, it is less relevant to founders in the mandate.
- Dayforce / HCM thesis: Thoma Bravo's 23 April 2026 Behind the Deal podcast frames Dayforce as an AI-and-scale workforce-software bet. Is the firm tilting AI-enabled workforce/HCM toward a portfolio-wide thesis (a la cybersecurity, where seven assets are now publicly grouped), or is Dayforce a standalone large-cap?
Sources
- Thoma Bravo completes acquisition of Olo, 12 September 2025 — retrieved 2026-04-11, primary close announcement for the $2B Olo take-private
- SaaStr — PE Loves SaaS Again: Thoma Bravo Buys Olo for $2 Billion — retrieved 2026-04-11, source of the $10.25/share / 65% premium pricing detail
- Thoma Bravo completes $34.4 billion fundraise press release, June 2025 — retrieved 2026-04-11, primary announcement of Fund XVI, Discover V, and Europe Fund
- SaaStr — Thoma Bravo's Record $34.4B Fundraise, June 2025 — retrieved 2026-04-11, 535+ investments and portfolio revenue/employee totals
- Thoma Bravo Discover Fund V profile — inforcapital.com — retrieved 2026-04-11, Discover V close at $8.1B above $7B target
- Thoma Bravo Explore platform — Thoma Bravo website — retrieved 2026-04-11, primary description of the Explore platform's lower middle-market focus
- The Deal — Behind the Buyouts: Carl Press, Thoma Bravo — retrieved 2026-04-11, primary source for the $100M–$12B enterprise value range across the three buyout funds
- Verint agrees to be acquired by Thoma Bravo for $2 billion, September 2025 — retrieved 2026-04-11, primary announcement of the Verint deal
- Aragon Research — Thoma Bravo buys Verint and merges with Calabrio, September 2025 — retrieved 2026-04-11, merger-with-Calabrio detail and deal logic
- Financial Times — Thoma Bravo to buy UK-listed Darktrace for £4.3bn — retrieved 2026-04-11, Darktrace take-private deal value
- Tracxn — List of acquisitions by Thoma Bravo, March 2026 — retrieved 2026-04-11, WWEX Group March 2026 acquisition
- SaaStr — Orlando Bravo on AI valuations and software fundamentals — retrieved 2026-04-11, Orlando Bravo's 2025 public thesis on software valuations and contact-center consolidation
- Nemetschek Group to Acquire HCSS, 13 April 2026 — retrieved 2026-04-21, primary announcement with stock-swap structure (Nemetschek 72% / Thoma Bravo 28%), 2H 2026 close, HCSS $215M 2025 revenue / 21% ARR growth / 40% EBITDA margin
- Bloomberg — Nemetschek Strikes Deal for Thoma's Software Firm HCSS, 13 April 2026 — retrieved 2026-04-21, Yves Padrines quote confirming $2.4B valuation at 20x 2025 EBITDA
- ENR — Nemetschek to Buy HCSS for $2.4B, 13 April 2026 — retrieved 2026-04-21, second independent confirmation of the $2.4B headline figure
- Thoma Bravo completes acquisition of HCSS, 16 November 2021 — retrieved 2026-04-21, entry-date anchor for the 4.6-year hold period
- Google Cloud Press Corner — Thoma Bravo and Google Cloud Launch Strategic Partnership, 15 April 2026 — retrieved 2026-04-21, primary source listing Gemini / Agent Platform / Marketplace scope, seven named cybersecurity portfolio companies, and the ~$8B aggregate cybersecurity revenue figure
- Axios Pro — Thoma Bravo x Google Cloud AI deal, 15 April 2026 — retrieved 2026-04-21, "billions over several years" commitment framing per Bloomberg
- Dayforce Enters into US$12.3 Billion Definitive Agreement with Thoma Bravo to Become a Private Company — retrieved 2026-04-30, primary Thoma Bravo announcement of the 21 August 2025 definitive agreement at $70 per share / ~$12.3B
- McMillan — Thoma Bravo's US$12.3 Billion Take-Private of Dayforce, 4 February 2026 — retrieved 2026-04-30, primary close-date confirmation (4 February 2026) and Thoma Bravo Canadian-counsel-of-record citation
- Yahoo Finance — Thoma Bravo Completes Acquisition of Dayforce — retrieved 2026-04-30, second close-confirmation source citing the 21 August 2025 signing date and special-meeting stockholder approval
- Stocktitan — Thoma Bravo Completes Acquisition of Dayforce ($70/share, NYSE/TSX delist) — retrieved 2026-04-30, third independent close-confirmation source with delisting detail
- Thoma Bravo — Behind the Deal: The Dayforce Deal: AI, Scale and the Future of Workforce Software, 23 April 2026 — retrieved 2026-04-30, primary Thoma Bravo podcast publicly framing the Dayforce thesis as AI-and-scale workforce software
- Reuters — Nemetschek CEO says Thoma Bravo could sell stake in the company through an IPO, 14 April 2026 — retrieved 2026-04-30, primary Padrines quote anchoring the IPO-as-exit-path framing for the retained 28% Build & Construct stake
- Global Banking & Finance Review — Nemetschek CEO: Thoma Bravo Sell Stake Company Through IPO — retrieved 2026-04-30, second-source confirmation of the Padrines IPO comment and "preferred route" framing