Nemetschek announced it is buying HCSS for $2.4B at 20x 2025 EBITDA. Read the structure, though, and the picture changes. Thoma Bravo is rolling roughly 28% of the combined Build & Construct segment back into the deal, which works out to around $900M of equity. Strip that out and refinance HCSS’s existing $527M of debt and the actual fresh cash leaving Nemetschek’s balance sheet looks closer to $1B than $2.4B. Same strategic prize, different cheque.
The HCSS press release rewards a second read. The headline number is real. Nemetschek has agreed to acquire the Sugar Land, Texas software company at an enterprise value of roughly $2.4B, more than 20 times projected 2025 EBITDA, in what the company itself calls the largest acquisition in its history.
What is more interesting is what the structure tells you about how the cash actually moves. Thoma Bravo, the seller, is not walking away with $2.4B in a wire transfer. They are rolling a significant slug of value back into the combined business and taking a minority position alongside Nemetschek. The deal is expected to close in the second half of 2026.
That is the lens worth applying. The headline is the marketing. The structure is the strategy.
The $2.4B figure measures enterprise value, not cash out the door. Once you account for Thoma Bravo’s rollover stake and the HCSS debt being refinanced, the real cash outlay for Nemetschek is materially smaller, and the upside for Thoma Bravo is materially more interesting.
The headline number is enterprise value, not cash
Why the $2.4B figure does not map to the cheque
The $2.4B is enterprise value. It treats HCSS as a self-contained business and prices it on a multiple of forward EBITDA. That is the right way to value the asset. It is not the same as what Nemetschek is putting on the table in cash.
Two adjustments get you from one number to the other. The first is debt. HCSS is not coming over with a clean balance sheet. Nemetschek has confirmed it will refinance HCSS’s existing debt and liabilities, which adds roughly $527M to its own net debt position once the deal closes. That money does not flow to Thoma Bravo. It flows to existing lenders.
The second adjustment is the rollover. Thoma Bravo has agreed to take roughly 28% of Nemetschek’s Build & Construct segment as part of consideration, rather than receiving the full price in cash. That is a real economic interest in a real subsidiary, but it is paper, not wire. Subtract those two pieces and the cash actually changing hands is materially less than the headline suggests.
What the rollover stake is actually worth
Doing the back-of-envelope on the 28% piece
This is where the analysis gets interesting. Thoma Bravo is not getting 28% of Nemetschek as a whole. They are getting 28% of the Build & Construct segment specifically, which sits inside the broader group alongside Design, Manage, and Media.
Build & Construct already houses Bluebeam, GoCanvas, SiteDocs, and Nevaris, with HCSS joining on close. Nemetschek does not break out a public valuation for the segment, but it represents roughly 40% of group revenue. Apply that proportion to Nemetschek’s $8.4B market cap and you land at a notional segment value of around $3.3B. Twenty-eight percent of that is roughly $920M of implied equity sitting in Thoma Bravo’s pocket as paper.
This is directional, not precise. Segment value does not equal proportional share of market cap, and Thoma Bravo’s stake is in a private subsidiary. But as a sanity check, it suggests around $900M of the $2.4B headline is consideration Thoma Bravo is rolling forward rather than crystallising today.
If you wanted to dominate also the infrastructure segment, this is the behemoth that you wanted to acquire.Patric Hellermann, Foundamental, on the Bricks & Bytes podcast
Why Thoma Bravo took paper instead of cash
The structure tells you what the seller actually thinks
For a firm of Thoma Bravo’s size and pricing discipline, agreeing to take a minority equity stake instead of full cash is a deliberate signal. They could presumably have priced the asset to find a clean cash buyer if they had wanted to. They did not.
The most defensible read is that Thoma Bravo expects the combined Build & Construct portfolio (Bluebeam, GoCanvas, SiteDocs, Nevaris, and now HCSS) to compound in value over the next several years above what a clean cash exit at 20x EBITDA would have generated today. They are paying with patience and getting a seat at the table for whatever Nemetschek runs next on the segment, including a potential listing or carve-out. We made a similar observation in our breakdown of why this infrastructure bet is the biggest signal in ConTech right now.
It also tells you something about how Nemetschek wanted to pay. Doing the deal entirely in cash would have stretched the balance sheet considerably for a group with a market cap in the high single-digit billions. Sharing equity in the segment lets Nemetschek do a transformational deal without taking the funding hit a pure cash transaction would imply.
The math, in one table
| Component | Estimated value | Notes |
|---|---|---|
| Headline enterprise value | ~$2.4B | Roughly 20x 2025 EBITDA, per the press release |
| HCSS debt being refinanced | ~$527M | Increases Nemetschek’s net debt, does not reach Thoma Bravo |
| Thoma Bravo equity rollover | ~$900M | 28% stake in Build & Construct, back-of-envelope from segment share of market cap |
| Implied fresh cash to Thoma Bravo | ~$1B | Headline minus debt minus rollover, directional only |
None of this makes the deal smaller in strategic terms. HCSS is one of the most defensible vertical software assets in North American construction, with strong customer retention and category-leading positions in heavy civil estimating and project management. The point is that the financial choreography is doing real work that the headline number flattens.
Hear Patric break down the math live
This deal got a full back-of-envelope on the latest Bricks & Bytes episode. Tune in for the unfiltered version.
Listen to the episodeWhat this means for ConTech investors and operators
Reading the deal correctly changes the takeaway
Read the press release as a clean $2.4B cash exit and you draw one set of takeaways about ConTech valuations and acquirer firepower. Read it as a roughly $1B cash transaction with a $900M rollover and debt refinancing on top, and you draw a different one. The second reading is more useful.
For founders, the lesson is that strategic acquirers in AEC software are increasingly comfortable with structures where the seller stays in. That is consistent with the broader pattern of share-based deals at the upper end of the market, as the team behind Levelset’s $500M sale to Procore noted previously. For investors, headline EV multiples need unpacking before they get used as comps.
And for operators watching the consolidation wave (Procore picking up Novorender, Autodesk closing on Rhumbix, Trimble buying Document Crunch), the HCSS structure is a useful template. The big platform deals of the next 24 months are unlikely to look like simple cash exits.
Frequently asked questions
On April 13, 2026, Nemetschek announced a definitive agreement to acquire HCSS from Thoma Bravo at an enterprise value of roughly $2.4B, valuing HCSS at slightly above 20x its projected 2025 EBITDA. HCSS will become part of Nemetschek’s Build & Construct segment, which already houses Bluebeam, GoCanvas, SiteDocs, and Nevaris. The deal is expected to close in the second half of 2026. (Source)
Two reasons. First, Nemetschek is refinancing approximately $527M of HCSS debt, which raises its own net debt position but does not reach Thoma Bravo. Second, Thoma Bravo is rolling roughly 28% of the Build & Construct segment back into the deal as consideration, meaning a meaningful portion of the price is paper rather than cash. (Source)
HCSS is a Sugar Land, Texas-based software provider for the heavy civil and infrastructure construction sectors in North America. Founded in 1986, it serves more than 4,000 companies and employs around 550 people. Its flagship products HeavyBid and HeavyJob handle estimating, bidding, project management, fleet, and safety workflows for civil contractors. The company generated approximately $215M in revenue in 2025. (Source)
Taking equity rather than full cash is a signal that Thoma Bravo expects the combined Build & Construct portfolio to compound in value above what a clean cash exit at 20x EBITDA would deliver today. It also gives them a seat at the table for any subsequent M&A or capital markets activity Nemetschek runs on the segment, including a potential listing or carve-out down the line. (Source)
The HCSS transaction sits at the very top of recent ConTech deals by financial profile. By context, Procore acquired Levelset for around $500M in 2021, Autodesk acquired Building Connected for around $275M, and Procore picked up Fieldwire for $300M. The HCSS deal is materially larger than any of those and is the largest acquisition in Nemetschek’s history. (Source)
Likely yes, at the larger end of the market. Vertical software platforms with strong retention and entrenched workflows are valuable enough that sellers want continued exposure to the upside, and acquirers with stretched balance sheets benefit from doing transformational deals without paying entirely in cash. Expect more rollover and segment-level minority structures in the next wave of AEC software consolidation. (Source)
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