Thoma Bravo Explores $2 Billion-Plus Sale of Foundation Software

Thoma Bravo is exploring a potential sale of Foundation Software, a construction-software provider based in Strongsville, Ohio. People familiar with the matter told Reuters that a deal could value the business at more than $2 billion. The process is preliminary: no buyer, purchase price, signed agreement or closing timetable has been announced. 1

What is known about the possible sale

Thoma Bravo is working with investment bankers at William Blair to assess a sale, according to Reuters. The process has attracted interest from private-equity firms and corporate buyers, although the reporting does not identify any bidders. 1

That distinction matters: reported interest is not a definitive transaction. A buyer could emerge, terms could change, or Thoma Bravo could decide not to sell.

Foundation Software’s reported valuation and financial profile

A valuation above $2 billion would reflect Foundation’s reported scale and profitability. Reuters reported that the company generates more than $200 million in annual revenue and upwards of $100 million in EBITDA. 1

Those figures are attributed to people familiar with the matter and have not been independently detailed in a public company filing. The reports also do not disclose whether the $2 billion-plus figure refers to enterprise value, equity value or a final negotiated price.

Products and customers

Foundation Software develops software for construction contractors, with a particular focus on small and midsize specialty contractors. Its products cover:

• Construction accounting
• Payroll services
• Project management
• Field operations

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This focus places the company in the vertical-software market, where products are designed around industry-specific workflows rather than general-purpose business administration.

Company history and Thoma Bravo ownership

Foundation Software was founded in 1985 and is headquartered in Strongsville, Ohio.

Thoma Bravo announced an agreement to acquire the company in August 2020, describing the transaction as a strategic growth investment; it later announced completion of the acquisition. 109 The prospective sale process therefore comes roughly six years after Thoma Bravo’s original investment.

The available reporting does not provide a verified, complete account of Foundation’s acquisition history during Thoma Bravo’s ownership. Thoma Bravo has described its work with Foundation as a growth partnership, but the supplied sources do not support a specific count or description of add-on acquisitions.

Why the sale process may be happening now

No party has publicly stated a specific reason for considering a sale. The reported facts support only a limited conclusion: Foundation has become a business with reported revenue above $200 million and EBITDA above $100 million during a six-year Thoma Bravo holding period, and Thoma Bravo is now gauging interest from financial and corporate buyers. 110

It would be reasonable to view the process as a possible private-equity exit, but it would be speculative to attribute it to a particular internal trigger, market condition or operational change without further disclosure.

Thoma Bravo’s broader deal activity

The Foundation process is separate from Thoma Bravo’s other reported portfolio activity. On the same date, Reuters reported that Thoma Bravo-owned Proofpoint was in discussions to acquire cybersecurity company Varonis Systems. That is a potential acquisition by a portfolio company, not a Thoma Bravo exit.

The supplied sources do not establish a reliable list of Thoma Bravo’s recent completed software-investment exits, so no definitive exit roster can be drawn from this reporting.

Responses from the companies

Reuters reported that Thoma Bravo declined to comment on the potential Foundation sale. Foundation Software and William Blair did not immediately respond to requests for comment. 4

Until the parties announce a transaction, the central takeaway is straightforward: Foundation Software is being marketed or evaluated for a possible sale at a reported valuation above $2 billion, but its buyer and final outcome remain unknown. 1