SCHEDULE: Definitive Healthcare Founder Considers Acquisition Offer

Definitive Healthcare Corp. founder Jason Ronald Krantz is evaluating a non-binding acquisition proposal from Advent International, potentially leading to a significant change in the company's structure.

Summary

• Jason Ronald Krantz, founder and Executive Chairman of Definitive Healthcare Corp., has transitioned his filing from Schedule 13G to Schedule 13D.
• This change is in response to a preliminary, non-binding indication of interest from Advent International, L.P. (Advent Funds) on September 1, 2026.
• The proposal outlines an all-cash acquisition of all outstanding Class A Common Stock and LLC Units not already owned by Advent Funds and Krantz, at $1.02 per share/unit.
• Krantz is considering rolling over his equity into the surviving company as part of the proposed transaction.
• Advent Funds currently beneficially own approximately 58.54% of the Issuer.
• If a definitive agreement is reached and the transaction is consummated, it could lead to an extraordinary corporate transaction, delisting from Nasdaq, and other material changes.
• Krantz holds approximately 17.6% of the Issuer's Class A Common Stock, including direct holdings, RSUs, and LLC Units convertible to Class A Common Stock.
• The filing also details existing agreements such as the Amended LLC Agreement, Tax Receivable Agreement, Nominating Agreement, and Registration Rights Agreement.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, primarily driven by a potential acquisition offer that could provide liquidity for shareholders, but the outcome remains uncertain.

Positives

• A potential acquisition offer from Advent International at $1.02 per share/unit provides a potential exit opportunity for shareholders.
• The founder, Jason Ronald Krantz, is considering a rollover, which could indicate confidence in the future of the combined entity.
• Krantz's significant beneficial ownership (17.6%) and role as Executive Chairman suggest he will actively participate in evaluating the proposal.
• The filing clarifies Krantz's beneficial ownership, including shares, RSUs, and LLC Units, providing transparency.

Negatives

• The acquisition offer is preliminary and non-binding, with no certainty of consummation.
• The proposed purchase price of $1.02 per share may be viewed as low by some shareholders, especially considering the company's IPO in September 2021.
• The potential delisting from the Nasdaq Global Select Market could reduce liquidity for remaining public shareholders if the transaction does not involve a full buyout.
• The transaction is subject to customary closing conditions, including approval by the Special Committee and regulatory authorities.

Risks

• There is no assurance that a definitive agreement will be reached or that the Advent Proposed Transaction will be consummated.
• If the proposed transaction does not proceed, Krantz may pursue alternative transactions, acquire more securities, or sell his holdings, leading to market volatility.
• The potential for delisting from Nasdaq could impact the marketability and valuation of the company's securities.
• The terms of the rollover arrangement for Krantz are subject to negotiation and could impact his future involvement and the overall deal structure.

Future Outlook

The future outlook is contingent on the negotiation and potential consummation of the acquisition proposal by Advent International. If the transaction proceeds, it could lead to a privatization of the company. If not, Jason Ronald Krantz will continue to review his investment and may engage in various transactions, including exploring alternative offers.

Management Comments

• The Reporting Person expects to actively consider his roll over participation as contemplated in the Proposal, subject to reaching a definitive agreement and Special Committee approval.
• The Reporting Person reserves the right to modify or withdraw his consideration at any time, with no binding obligation currently existing.
• If the Advent Proposed Transaction or a similar one is not consummated, the Reporting Person will continue to regularly review and assess its investment in the Issuer and may determine to engage in various transactions.

Industry Context

StockSavvy.ai notes that the healthcare technology sector has seen significant M&A activity, with larger private equity firms like Advent International actively seeking to consolidate or acquire companies with strong data and analytics capabilities. Definitive Healthcare's position as a data provider in the healthcare industry makes it an attractive target.

Corporate Governance

Related Party Transactions

• The filing details the Tax Receivable Agreement, under which the Issuer pays TRA Parties (including Krantz) 85% of actual or deemed cash savings in income tax resulting from tax basis adjustments related to LLC unit exchanges.
• Jason Ronald Krantz is a party to the Nominating Agreement, granting him the right to nominate a director to the Board under certain ownership thresholds.
• Krantz also has registration rights for shares of Class A Common Stock received upon exchange of his LLC Units, as per the Registration Rights Agreement.

Stakeholder Impact

• Shareholders: Potential for liquidity through an all-cash acquisition offer, though the price and certainty of closing are key considerations. Delisting could impact future trading.
• Management/Employees: If the acquisition proceeds, there could be changes in management structure or operational focus. Krantz's potential rollover suggests continued involvement.
• Creditors: The acquisition could impact the company's debt structure and covenants, depending on the financing of the deal.

Next Steps

• Negotiation of a definitive agreement between Advent Funds, the Special Committee, and potentially Jason Ronald Krantz.
• Evaluation and approval of the transaction by the Special Committee of the Board of Directors.
• Potential regulatory approvals.
• If a definitive agreement is reached, consummation of the acquisition transaction.
• If the transaction does not proceed, Jason Ronald Krantz will continue to review his investment and may consider alternative actions.

Key Dates

Recommendation

The filing indicates a potential acquisition offer at a specific price, which warrants holding shares to see if the deal progresses or if a superior offer emerges. However, the non-binding nature of the offer and the uncertainty surrounding its consummation prevent a more aggressive recommendation. Further details on the definitive agreement and potential counter-offers would be needed for a stronger conviction.

Keywords

Definitive Healthcare Corp., Schedule 13D, Acquisition Proposal, Advent International, Jason Ronald Krantz, Merger, Takeover, LLC Units