Minneapolis-based Dawn Bidco LLC (d/b/a Dayforce Inc.), a human capital management (HCM) solutions provider owned by Thoma Bravo, entered into a definitive agreement to acquire Dayforce Inc. Dawn Bidco LLC will conduct business as Dayforce. The $12.3 billion purchase price will be funded with sponsor-provided equity and $5.5 billion of debt which places the company's S&P Global Ratings-adjusted leverage at 10x as of its most recent 10-Q filing (June 30, 2025) and we expect leverage will remain elevated at more than 8x through 2026. S&P Global Ratings assigned its 'B-' issuer credit rating to Dayforce, reflecting both its high leverage (pro forma for transaction) and its relatively large scale and strong recurring revenue base. At the same time, we assigned