Sources: Thoma Bravo missed out on acquiring Qualtrics, which sold to Silver Lake and CPP for $12.5B in March, due to fears over a US antitrust investigation
Financial Times : Tweets: @antoinegara Tweets: Antoine Gara / @antoinegara : Big scoop from our deal team @EricGPlatt @JFK_America & myself on how Thoma Bravo missed out on the largest U.S. LBO of the year due to perceived antitrust risks. https://www.ft.com/... https://twitter.com/...
Context & Ripple Effects
Thoma Bravo entered 2023 as the most aggressive consolidator in enterprise software, having raised $35B for tech buyouts after closing RealPage and Proofpoint in 2021 — so losing the year's largest US LBO to antitrust self-censorship, rather than price, marks an inflection. The FT scoop explains why Silver Lake and CPP's $12.5B agreement to take Qualtrics off SAP's hands went uncontested.
The miss matters because Qualtrics was exactly Thoma Bravo's profile of asset, and its response since has been visible: opening a London office in 2023, closing a €1.8B European software fund, and shifting toward smaller US targets like Verint and Dayforce.
First-order effects
- Thoma Bravo forfeited the largest US leveraged buyout of 2023 without bidding, handing Silver Lake and CPP a flagship software asset at $18.15 per share that fit its own playbook.
- SAP's 71% stake exit closed cleanly because a credible second bidder stepped aside, leaving the buyer consortium facing no competitive tension on price.
Second-order effects
- Thoma Bravo redeployed its record dry powder away from contested mega-LBOs — into Europe via the new fund and London office, and into sub-$13B US software targets such as Verint and Dayforce.
- Silver Lake's win established a template for pension-backed consortia as the low-friction structure for big software take-privates, feeding directly into its subsequent pursuit of Workday and the $55B Electronic Arts club deal with PIF and Affinity Partners.
Third-order effects
- If perceived antitrust exposure keeps deciding winners before auctions start, the largest software buyouts will consolidate around multi-investor structures with sovereign wealth and pension capital, while single-sponsor giants chase mid-market and non-US assets.
- Antitrust risk assessment is becoming a de facto screening layer on US tech LBOs — a regulatory shadow that reallocates deals among private equity firms without any formal intervention.
The trend: US antitrust scrutiny is quietly sorting the biggest software take-private deals toward pension- and sovereign-backed consortia, pushing the largest single-sponsor PE franchises toward Europe and mid-sized targets.