Form 4: GoodRx Holdings to Repurchase $42 Million in Class A Common Stock from Francisco Partners

GoodRx Holdings will repurchase 10,000,000 shares of Class A Common Stock from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. for $42 million.

Summary

• GoodRx Holdings, Inc. has agreed to repurchase an aggregate of 10,000,000 shares of Class A Common Stock from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P.
• The repurchase price is $42,000,000.
• In connection with the repurchase, the selling stockholders are converting 10,000,000 shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.
• The closing of the repurchase is expected to occur on March 21, 2025.
• Francisco Partners GP IV, L.P. is the general partner of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P.
• Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV.
• Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV and Francisco Partners IV-A.
• Voting and disposition decisions at Francisco Partners Management with respect to the shares of Class B common stock held by Francisco Partners IV and Francisco Partners IV-A are made by an investment committee.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While a share repurchase can be seen as positive, the sale by a major shareholder like Francisco Partners introduces some uncertainty.

Positives

• The repurchase of shares could be seen as a positive signal, indicating that the company believes its stock is undervalued.
• The conversion of Class B shares to Class A shares simplifies the capital structure.

Negatives

• The sale by Francisco Partners may be interpreted negatively by some investors, as it reduces their stake in the company.

Risks

• The closing of the repurchase is subject to customary conditions and may not occur as expected.
• The market may react negatively to the sale of shares by Francisco Partners.

Future Outlook

The repurchase is expected to close on March 21, 2025, subject to customary closing conditions.

Industry Context

Share repurchases are a common way for companies to return capital to shareholders, especially when they believe their stock is undervalued. Private equity firms like Francisco Partners often monetize their investments over time, and this sale is a step in that direction.

Comparison to Industry Standards

• Share repurchases are a common capital allocation strategy in the tech and healthcare industries.
• Companies like Teva Pharmaceuticals and CVS Health have also engaged in share repurchase programs.
• The size of the repurchase relative to GoodRx's market capitalization would need to be compared to industry peers to assess its significance.

Stakeholder Impact

• Shareholders may see a slight increase in earnings per share due to the reduced share count.
• Employees are unlikely to be directly impacted by this transaction.
• Customers and suppliers should not be affected by this financial maneuver.
• Creditors are unlikely to be impacted.

Next Steps

• Closing of the repurchase transaction on March 21, 2025.
• Monitoring market reaction to the repurchase and Francisco Partners' reduced stake.

Key Dates