THOMA BRAVO: EUROPE & US SOFTWARE TARGETS
Verified Facts | January 2026
RECENT COMPLETED DEALS
DAYFORCE (USA - HCM Software)
- Announcement: August 21, 2025
- Enterprise Value: $12.3 billion
- Status: Shareholder approved Nov 12, 2025 (88.4% vote)
- Expected Close: Early 2026
- Premium: 32%
- Co-Investor: Abu Dhabi Investment Authority (ADIA)
VERINT SYSTEMS (USA - Customer Experience)
- Announcement: June 25, 2025
- Enterprise Value: $2.0 billion
- Status: CLOSED November 26, 2025
- Premium: 18%
- Strategy: Merged with portfolio company Calabrio
THOMA BRAVO AUM
- Current: $181 billion (as of Sept 30, 2025)
- Recent Fund: $24.3 billion for software deals
- Track Record: ~535 companies acquired over 20+ years
ORLANDO BRAVO'S THESIS (From FT Article)
"Software is not about the code - it's about domain knowledge"
- Only 3-5 global competitors in specialized software verticals
- Domain expertise = protection from AI disruption
- Market is overreacting to AI threat
- Specialization insulates from disruption (payroll, cyber, compliance cannot be easily replaced)
EUROPE-US TARGETS TO MONITOR
TIER 1: Confirmed Activity
1. TEMENOS AG (Switzerland - Banking Software)
Status: Past talks (2021-2022); stock down, potentially revisiting interest
| Metric | Value |
| Headquarters | Geneva, Switzerland |
| Listing | SIX Swiss Exchange (TEMN) |
| Business | Core banking, payments, wealth management software |
| Market Cap | CHF 5.35B (~$5.8B USD, Jan 2026) |
| Current Stock | CHF 77.60 (down from highs) |
| 52-Week Range | CHF 55.50 - 81.10 |
| P/E Ratio | 22.59 (trailing) |
| EV/EBITDA | 25.84 |
| Revenue | CHF 873M (2024-2025) |
Previous TB Interest:
- Thoma Bravo approached Temenos 2021-2022 (Bloomberg reports)
- Also EQT was bidding
- Talks described as "challenging" due to valuation
Why Temenos for TB:
- Perfect domain expertise fit (core banking vertical)
- Recurring SaaS revenues
- Global financial institution customer base
- Mission-critical software (high switching costs)
- European base (regulatory advantage: Swiss compliance, EU market access)
Current Opportunity:
- Stock down significantly from 2021 highs
- Market cap at attractive level vs. 2021-2022 approach
- J.P. Morgan flags Temenos in 2026 European software upside potential
- Recent Q4 2025 results better than expected
Thoma Bravo Probability: 25-35% (if approached now at lower valuation)
2. IRESS LIMITED (Australia but EU operations)
Status: CONFIRMED EARLY-STAGE TALKS (Oct 2025) with Thoma Bravo + Blackstone
| Metric | Value |
| Market Cap | ~A$1.6B (~$1.1B USD) |
| Business | Trading, market data, wealth management software |
| Status | Multiple unsolicited acquisition approaches |
| Timeline | Decision likely Q1-Q2 2026 |
TIER 2: Plausible US Targets
3. CLEARWATER ANALYTICS (USA - Investment Software)
Status: Active bidding (Nov 2025) - Thoma Bravo confirmed bidder
| Metric | Value |
| Business | Investment performance monitoring for asset managers |
| Deal Status | Early-stage competitive auction |
| Expected EV | $1.5-2.5B |
| TB Probability | 55% |
| Timeline | Q1-Q2 2026 decision |
| Competitors | Blackstone (rumored co-bidder) |
TIER 3: Plausible Europe Targets
4. SOFTWARE AG (Germany - iPaaS & Data Integration)
| Metric | Value |
| Listing | Frankfurt DAX |
| Business | Integration platform-as-a-service, middleware, data integration |
| Market Cap | €2.0-2.5B |
| Status | Actively acquiring (StreamSets, Built.io, TrendMiner) |
| TB Probability | 30% |
| Fit | Vertical software; recurring revenues; consolidation play |
5. TIETO/TIETOEVRY (Finland - Vertical SaaS)
| Metric | Value |
| Business | Banktech, Caretech, Indtech (banking, healthcare, industrial) |
| Status | Listed; recently expanding in Iberia |
| Market Cap | €2.5-3B |
| TB Probability | 35% (likely carve-out vs. full acquisition) |
| Fit | Mission-critical regulated industry software |
EUROPEAN PRIVATE EQUITY OUTLOOK 2026
From Roland Berger PE Survey:
- 75% of PE firms expect MORE M&A activity in 2026
- Tech/Software sector: 69% of PE respondents targeting this sector
- Strongest regions: CEE, DACH (Germany/Austria/Switzerland), Nordics
- Deal sizes: Small-to-mid-cap recording strongest growth expectations
Favorable Conditions:
- Improved debt availability (ECB rate cuts)
- Valuation dislocations (AI repricing)
- Strong exit pipeline (3-4 year holds maturing)
- European software 15-25% undervalued vs. US peers
SOFTWARE SECTOR PERFORMANCE
From FT Article (Late Jan 2025):
- Software index down ~7% over 3 weeks
- Microsoft: -4.2%, Meta: -7%, Oracle: -7.4%
- Salesforce: -12%, Adobe: -12%
Driver: AI fear; market overreacting per Bravo
Valuation Opportunity: Specialized vertical software = buying opportunity
THOMA BRAVO DEAL STRUCTURE (Recent Pattern)
- Enterprise Value Range: $800M - $2.5B
- Co-Investors: Sovereign wealth funds (ADIA model)
- All-Cash: Yes, with financing secured upfront
- Premium: 25-35% typical
- Leverage: 3.5-4.5x EBITDA
- Operating Approach: Operational partners integrate management; 100-day plans
NEXT 6 MONTHS TO WATCH (2026)
Q1-Q2:
- Iress deal decision
- Clearwater Analytics auction completion
- Any Temenos revisit (if valuation drops further)
- Dayforce close completion
Q3-Q4:
- German/Nordic consolidation targets
- Next major European announcement likely
- Software AG take-private discussions (possible)
KEY METRICS TO VERIFY
For any US/EU software target:
- Domain Expertise: Only 3-5 global competitors? YES = Good fit
- Recurring Revenue: 70%+? YES = Good fit
- Regulatory/Compliance Moat: GDPR, NIS2, PSD2, banking regs? YES = TB likes
- Mission-Critical: High switching costs? YES = Defensible
- Valuation: Sub-sector average multiples? YES = Attractive entry
- Enterprise Value: $800M-$2.5B? YES = TB size preference
Bottom Line: Temenos + Iress + Clearwater = 3 highest probability targets. European market favorable for 2026 M&A. Domain expertise + regulatory moats = Thoma Bravo's investment thesis.