Thoma Bravo keeps stake in HCSS

Thoma Bravo is not fully cashing out of HCSS: it agreed to merge the company into Nemetschek’s Build & Construct business and keep about 28% of the combined unit. (reuters.com) Nemetschek said on April 13 that it signed a definitive agreement to acquire HCSS, the Sugar Land, Texas software company, and fold it into its Build segment. The German buyer will own roughly 72% after closing, while Thoma Bravo will retain the rest. (nemetschek.com) (reuters.com) The deal values HCSS at more than €1.8 billion, or about $2 billion, and Nemetschek said it expects the transaction to close in the second half of 2026. HCSS generated about $215 million in 2025 revenue, with annual recurring revenue growth of 21% and an earnings before interest, taxes, depreciation and amortization margin of 40%, according to the companies. (reuters.com) (marketwatch.com) Construction software is the back-office and field system builders use to estimate jobs, track crews, manage equipment and document work. HCSS specializes in heavy civil and infrastructure contractors in North America, while Nemetschek’s brands sell design and construction software across Europe and other markets. (hcss.com) (nemetschek.com) Nemetschek has been expanding beyond architecture and design tools into software used later in the building process. In its 2025 results, the company said group revenue rose to €1.19 billion, and it guided for 2026 revenue growth of 14% to 15%. (nemetschek.com 1) (nemetschek.com 2) For Thoma Bravo, the structure looks like a staged exit rather than a clean sale. Reuters reported Nemetschek Chief Executive Yves Padrines said the private equity firm could later sell its remaining stake through an initial public offering of the combined business. (reuters.com) Thoma Bravo bought HCSS in 2021, part of its long-running strategy of buying software companies, growing recurring revenue and selling later at higher valuations. The firm said at the time that HCSS was a leading supplier of estimating, operations and fleet-management software. (thomabravo.com) (hcss.com) The companies are pitching the combination as a way to link HCSS’s U.S. heavy-construction customer base with Nemetschek’s global construction software portfolio, which includes brands such as Bluebeam and Nevaris. If the deal closes on schedule, Thoma Bravo will still have a large enough stake to benefit from any later public listing. (nemetschek.com) (enr.com)