SCHEDULE: Advent International Offers to Buy Definitive Healthcare

Advent International has submitted a non-binding indication of interest to acquire Definitive Healthcare Corp. for $1.02 per share.

Summary

• Advent International, L.P. (Advent) has submitted a preliminary, non-binding indication of interest to acquire all outstanding shares of Definitive Healthcare Corp. Class A common stock and Definitive OpCo Units not already owned by Advent and Jason Krantz.
• The proposed all-cash purchase price is $1.02 per share of Class A Common Stock and an equivalent amount per Definitive OpCo Unit.
• This price represents a 36% premium over Definitive Healthcare's 60-day volume-weighted average trading price of $0.75 per share as of August 31, 2026.
• The transaction is contingent on customary closing conditions, including approval by Definitive Healthcare's Special Committee and any applicable regulatory authorities.
• Jason Krantz, Executive Chairman and founder, is expected to roll over his equity into the surviving company.
• Advent International, along with other reporting persons, collectively beneficially owns approximately 58.54% of the outstanding common stock.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a neutral to slightly negative development due to the preliminary nature of the offer and the potential for protracted negotiations or a failed transaction, despite the premium offered.

Positives

• The offer price of $1.02 per share represents a significant 36% premium over the 60-day volume-weighted average trading price.
• The proposal provides an opportunity for stockholders to realize immediate liquidity at a substantial premium.
• The transaction is not subject to any financing condition for Advent.
• Advent International is a long-time stockholder with a deep understanding of the company's business.

Negatives

• The offer is a preliminary, non-binding indication of interest, and there is no assurance that a definitive agreement will be reached or that the transaction will be consummated.
• The transaction is subject to approval by the Special Committee of Definitive Healthcare's Board of Directors.
• Advent International reserves the right to modify or withdraw the proposal at any time.
• The potential transaction could lead to delisting of the common stock and other material changes in the company's business or corporate structure.

Risks

• There is no guarantee that a definitive agreement will be entered into or that the proposed transaction will be consummated.
• The Special Committee of the Board of Directors must approve the transaction.
• Advent International may modify or withdraw its proposal at any time.
• The transaction could result in the delisting of the Common Stock from the Nasdaq Global Select Market.
• The transaction could lead to other material changes in the Company's business or corporate structure.

Future Outlook

The filing indicates that Advent International expects to respond to inquiries from and negotiate terms with the Special Committee. No further disclosures are planned unless a definitive agreement is reached or otherwise required by law. The proposal may lead to an acquisition, delisting, or other material changes to the company's structure.

Management Comments

• Advent International, L.P., on behalf of certain of its managed funds, is pleased to submit this non-binding indication of interest to acquire all the outstanding shares of the Company's Class A common stock and all of the outstanding limited liability company interests of AIDH TopCo, LLC.
• The proposed purchase price represents a premium of 36% to the Company's 60-day volume-weighted average daily trading price.
• This Proposal would provide the Company's stockholders with an opportunity to realize immediate liquidity at a significant premium.
• As a longtime stockholder, we have a deep understanding and appreciation of the Company's business and the opportunities and challenges facing the Company.
• We believe that we are uniquely positioned to timely execute an acquisition of the Company on attractive terms for the Company's stockholders.
• Given our familiarity with the Company, we are prepared to move forward to negotiate and execute definitive transaction documentation in an expeditious manner.
• This Proposal is not subject to any financing condition.
• We do not anticipate substantial regulatory or other hurdles or delays to consummating a Potential Transaction.
• We will not proceed with a Potential Transaction without the approval of the Special Committee, comprised entirely of disinterested and independent directors.

Industry Context

StockSavvy.ai notes that this filing reflects a significant private equity interest in the healthcare technology sector, specifically in companies providing data and analytics solutions. The offer price, representing a substantial premium, suggests Advent International sees value in Definitive Healthcare's market position and future potential, possibly as a platform for further consolidation or operational improvements, which is a common strategy in the PE space.

Comparison to Industry Standards

• The offered premium of 36% over the 60-day VWAP is generally considered a strong premium in acquisition scenarios, often seen in take-private transactions involving established software or data companies.
• The structure of the deal, involving a founder's equity rollover, is a common mechanism to align interests and facilitate the transaction, often seen in deals involving companies with significant founder involvement.
• The involvement of a Special Committee composed of independent directors is standard practice for evaluating acquisition proposals to ensure fairness to all shareholders.
• The all-cash offer, if consummated, would remove Definitive Healthcare from public markets, a trend observed in the technology and healthcare sectors where private equity firms seek to optimize operations away from public market scrutiny.

Corporate Governance

Related Party Transactions

• The proposed transaction involves Jason Krantz, Executive Chairman and founder, rolling over his equity into the surviving company, which is a related party transaction.
• Advent International, L.P. and its affiliates are significant shareholders and are proposing to acquire the company, representing a transaction between a major shareholder and the company.

Stakeholder Impact

• Shareholders: Potential for immediate liquidity at a significant premium ($1.02 per share), but also risk of the deal not closing.
• Employees: Uncertainty regarding future employment and company structure post-acquisition; potential for operational changes under new ownership.
• Management: Executive Chairman Jason Krantz is involved in the transaction by rolling over equity, indicating alignment with the proposed acquisition.
• Creditors: The transaction structure (all-cash offer) may impact the company's debt profile and credit agreements, depending on the financing and post-acquisition capital structure.

Next Steps

• Negotiation of definitive transaction documentation between Advent International and the Special Committee of Definitive Healthcare.
• Review and approval of the transaction by the Special Committee.
• Potential regulatory approvals.
• Possible consummation of the acquisition if definitive agreements are reached and conditions are met.

Key Dates

Recommendation

The filing indicates a potential acquisition at a premium, which is positive. However, it is a non-binding offer, subject to committee approval and other conditions, introducing significant uncertainty. Therefore, a 'hold' recommendation is appropriate, allowing investors to await further developments while retaining their position.

Keywords

acquisition, takeover, definitive healthcare, advent international, indication of interest, special committee, common stock, private equity