Key Takeaways
- Thoma Bravo and the Nemetschek Group are combining HCSS with Nemetschek’s Build & Construct segment to form a global construction‑technology leader.
- Under the deal, Nemetschek SE will own roughly 72 % of the combined business, while Thoma Bravo’s funds retain a 28 % minority stake.
- HCSS, a 40‑year‑old heavy‑civil construction software provider, has expanded its platform, launched new capabilities (e.g., utilities), and now serves customers who win 75 % of work across 50 U.S. DOT markets and submit 40 % more bids than peers.
- The merged entity will offer an end‑to‑end portfolio covering the entire construction lifecycle, leveraging complementary products such as HeavyBid, HeavyJob, Bluebeam, GoCanvas, and Nevaris.
- Growth drivers include aging infrastructure, large‑scale government spending, the energy transition, and urbanization, with AI‑powered innovation expected to accelerate.
- The transaction is slated to close in the second half of 2026, pending regulatory approvals, and is advised by Kirkland & Ellis, Deutsche Bank, Citi, Centerview Partners (Thoma Bravo) and Latham & Watkins, Hoffmann & de Vries, J.P. Morgan (Nemetschek).
Overview of the Transaction
Thoma Bravo, the world’s largest software‑focused private‑equity firm, announced on April 13, 2026 that it has entered into a definitive agreement to merge HCSS—a premier heavy‑civil construction‑software provider—with the Build & Construct segment of the Nemetschek Group. The combination will create a new construction‑technology powerhouse that unites HCSS’s deep expertise in estimating and field operations with Nemetschek’s strong portfolio of design‑and‑collaboration tools such as Bluebeam, GoCanvas, and Nevaris. The deal is expected to close in the second half of 2026, subject to customary regulatory approvals and closing conditions.
Ownership Structure
Under the agreed‑upon terms, Nemetschek SE will hold approximately 72 % of the shares of the combined Build & Construct business, while funds managed by Thoma Bravo will retain a 28 % minority interest. This structure preserves Thoma Bravo’s strategic involvement while giving Nemetschek controlling influence over the enlarged segment, allowing both partners to benefit from the combined scale and complementary strengths.
HCSS Performance Under Thoma Bravo
During Thoma Bravo’s four‑year ownership, HCSS built on its four‑decade legacy as a category leader in heavy‑civil construction software. The firm invested heavily to expand its platform, strengthened its executive leadership, and accelerated product innovation while maintaining a customer‑first culture. Flagship solutions such as HeavyBid and HeavyJob were significantly enhanced, and new capabilities were added for adjacent markets like utilities. As a result, HCSS’s software is now trusted on many of the world’s most iconic infrastructure projects, with customers winning 75 % of work across 50 U.S. Department of Transportation markets and generating 40 % more bids than competitors.
Strategic Fit and Growth Drivers
The transaction brings together complementary technologies, customer bases, and regional footprints, positioning the combined firm to capitalize on several structural growth trends. Aging infrastructure, large‑scale government investments, the global energy transition, and rapid urbanization are creating sustained demand for advanced construction‑technology solutions. By integrating HCSS’s heavy‑civil focus with Nemetschek’s broader AEC/O offerings, the new entity will deliver an end‑to‑end portfolio that spans pre‑construction estimating, job costing, project management, safety, fleet management, digital blueprints, and field collaboration. This holistic approach is expected to improve office‑field coordination, boost workflow quality, and accelerate AI‑driven innovation that continues to meet customers’ daily operational needs.
Leadership Comments from HCSS
Steve McGough, President and CEO of HCSS, expressed gratitude for Thoma Bravo’s support over the past four years, noting that the partnership had strengthened HCSS’s foundation and positioned it for long‑term success. He highlighted that joining Nemetschek’s Build & Construct segment would unlock tremendous opportunity, allowing HCSS’s heavy‑civil strengths to complement existing solutions and create a broader, more powerful platform for customers. Drew Thomas, CFO of HCSS, added that the combination continues the company’s multi‑decade track record of putting customers and employees first while delivering solutions that meet evolving market needs.
Thoma Bravo Perspective
A.J. Rohde, a Senior Partner at Thoma Bravo, described the partnership with HCSS as a multi‑year journey built on shared values and performance. He noted that when exploring ways to scale HCSS’s culture and success, the combination with Nemetschek’s Build & Construct segment emerged as a once‑in‑a‑lifetime opportunity. Both organizations, he said, are leading the global AI revolution in construction design, planning, execution, and collaboration, and together they will possess the platform, talent, and ambition to set the industry’s pace. George Jaber, a Principal at Thoma Bravo, emphasized that HCSS has long set the standard for heavy‑civil estimating and field operations, while Bluebeam remains the unmatched industry standard for digital blueprints and drawings across architecture, engineering, and construction—a synergy that will drive the new powerhouse forward.
Closing Conditions and Advisors
The transaction is anticipated to close in the second half of 2026, pending customary regulatory approvals and satisfaction of closing conditions. Kirkland & Ellis LLP serves as legal counsel to Thoma Bravo, with Deutsche Bank Securities Inc., Citi, and Centerview Partners LLC acting as financial advisors. For the Nemetschek Group, Latham & Watkins and Hoffmann & de Vries provide legal advice, and J.P. Morgan acts as the exclusive financial advisor.
About Thoma Bravo
Thoma Bravo is the world’s largest software‑focused investment firm, managing more than $183 billion in assets as of December 31, 2025. Over the past two‑plus decades, the firm has acquired or invested in over 580 software and technology companies, representing roughly $305 billion of aggregate value. Its investment approach combines disciplined execution, deep sector expertise, and leadership continuity across private‑equity and private‑credit platforms.
About HCSS
Founded in 1986, HCSS is the leading provider of construction‑management software that connects the office to the field throughout the lifecycle of infrastructure and heavy‑civil projects. The company’s platform encompasses estimating, job costing, project management, safety, and fleet management, centralizing project data to enable real‑time access, informed decision‑making, and reduced rework. With a proven 90‑day implementation process and 24/7 instant support, HCSS has improved operations for more than 4,000 firms ranging from $1 million to multi‑billion‑dollar revenues across the United States and Canada.
Contact Information
Media inquiries can be directed to Megan Frank at +1.212.731.4778 or [email protected]. Alternatively, FGS Global representatives Abigail Farr or Akash Lodh are reachable at +1 646.957.2067 or +1 202.758.4263, [email protected].
Source: Thoma Bravo press release, April 13, 2026.