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Definitive Healthcare gets $1.02 Advent proposal

The proposal is non-binding and no stockholder action is required, with no assurance the Special Committee will approve any transaction.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Definitive Healthcare Corp. (DH) disclosed that a Special Committee of its board has received a non-binding indication of interest from Advent International, on behalf of certain managed funds, to take the company private. Advent proposes to acquire all outstanding shares of Class A common stock and Definitive OpCo Units that are not already owned by Advent or founder and Executive Chairman Jason Krantz for an all-cash price of $1.02 per share of Class A common stock and an equivalent amount per Definitive OpCo Unit.

The Special Committee, composed entirely of disinterested and independent directors, will review the proposal with independent legal and financial advisors and evaluate potential alternatives. No decisions have been made, no stockholder action is required at this time, and there is no assurance that any transaction or other strategic outcome will be approved or completed.

Positive

  • All-cash going-private proposal at $1.02 per share from Advent International for Definitive Healthcare’s Class A common stock and equivalent per Definitive OpCo Unit represents a clearly defined potential liquidity event for shareholders, though its attractiveness depends on the company’s trading price and the Special Committee’s evaluation.
  • Independent Special Committee overseeing process, composed entirely of disinterested and independent directors and supported by separate financial and legal advisors, is tasked with reviewing Advent’s indication of interest and any alternatives, which helps structure a formal process for evaluating strategic options.

Negative

  • Proposal is non-binding with no assurance of completion; the Special Committee states that no decisions have been made, and there can be no assurance that Definitive Healthcare will pursue this transaction or any other strategic outcome, or that any transaction will be approved or consummated.
  • Strategic uncertainty may persist as the Company notes it does not intend to provide further updates on the Advent proposal unless deemed appropriate or necessary, leaving timing and outcome of any potential transaction undefined.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Indicated purchase price per share $1.02 per share All-cash price offered by Advent International for each share of Class A common stock
Indicated price per Definitive OpCo Unit Equivalent to $1.02 per unit All-cash price per Definitive OpCo Unit under Advent’s indication of interest
Proposal date September 1, 2026 Date of Advent’s non-binding indication of interest to acquire Definitive Healthcare
Announcement date September 2, 2026 Date Definitive Healthcare announced receipt of Advent’s proposal
Company telephone (508) 720-4224 Registrant’s telephone number listed for Definitive Healthcare Corp.
non-binding indication of interest financial
"announced that it has received a non-binding indication of interest (the “Proposal”)"
A non-binding indication of interest is a preliminary, informal statement from a potential buyer or investor saying they would consider making an offer, subject to further review and final contracts. It matters to investors because it signals real market interest and can move prices or shape expectations about a possible deal, while not guaranteeing that any transaction will actually happen.
Special Committee financial
"The Special Committee, which is composed entirely of disinterested and independent directors"
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
going-private proposal financial
"Special Committee of Definitive Healthcare Board Confirms Receipt of Going-Private Proposal"
all-cash purchase price financial
"for an all-cash purchase price of $1.02 per share of Class A common stock"
healthcare commercial intelligence technical
"modules or insights for healthcare commercial intelligence; the inability to obtain"
forward-looking statements regulatory
"This press release includes forward-looking statements that reflect our current views"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What transaction proposal did Definitive Healthcare Corp. (DH) receive from Advent International?
Definitive Healthcare received a non-binding indication of interest from Advent International funds to acquire all outstanding Class A common stock and Definitive OpCo Units not already owned by Advent or founder Jason Krantz for an all-cash price of $1.02 per share, with an equivalent amount per OpCo Unit.

Is the Advent proposal to acquire Definitive Healthcare (DH) binding or agreed?
The Advent proposal is explicitly described as a non-binding indication of interest. The Special Committee states that no decisions have been made on how to respond, and there is no assurance any transaction will be approved or completed.

Who is evaluating the Advent going-private proposal for Definitive Healthcare (DH)?
A Special Committee of Definitive Healthcare’s board, composed entirely of disinterested and independent directors, is evaluating the Advent proposal with the assistance of independent legal and financial advisors specifically retained for this process.

What price per share did Advent propose for Definitive Healthcare (DH)?
Advent’s indication of interest offers an all-cash purchase price of $1.02 per share of Class A common stock and an equivalent amount per Definitive OpCo Unit, for equity interests not already owned by Advent or founder and Executive Chairman Jason Krantz.

Are Definitive Healthcare (DH) shareholders required to take any action now?
No. The Special Committee states that no action is required by Definitive Healthcare’s stockholders at this time. The Committee is still reviewing the non-binding Advent proposal and potential alternatives before determining any course of action.

Will Definitive Healthcare (DH) provide ongoing updates about the Advent proposal?
Definitive Healthcare states it does not intend to disclose further developments regarding the Advent proposal unless and until it determines that additional disclosure is appropriate or necessary, so updates may be limited.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001861795false00018617952026-09-022026-09-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 2, 2026

 

Definitive Healthcare Corp.

(Exact name of Registrant as Specified in Its Charter)

Commission File Number 001-40815

 

 

 

Delaware

 

86-3988281

(State of Incorporation)

 

(IRS Employer Identification No.)

 

492 Old Connecticut Path, Suite 401

 

 

Framingham, Massachusetts 01701

 

 

(Address of Principal Executive Offices)

 

(508) 720-4224

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol

Name of Each Exchange on Which Registered

Class A Common Stock, $0.001 par value

DH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


 

Item 8.01 Other Events.

On September 2, 2026, Definitive Healthcare Corp. (the “Company”) issued a press release announcing that the Special Committee (the “Special Committee”) of the Board of Directors of the Company received a non-binding proposal from Advent International, L.P., on behalf of certain of its managed funds (collectively, “Advent”), to acquire all of the outstanding shares of the Company’s Class A common stock (the “Class A Common Stock”) and all of the outstanding limited liability company interests of AIDH TopCo, LLC (the “Definitive OpCo Units”), in each case, that are not already owned by Advent and Jason Krantz, the Company’s founder and Executive Chairman for an all cash-purchase price of $1.02 per share of Class A Common Stock and an equivalent amount per Definitive OpCo Unit. A copy of the press release is attached hereto as Exhibits 99.1 and incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release Dated as of September 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

DEFINITIVE HEALTHCARE CORP.

 

 

 

 

September 2, 2026

 

By:

/s/ Casey Heller

Date

 

Name:

Casey Heller

 

 

Title:

Chief Financial Officer

 

Exhibit 99.1

Special Committee of Definitive Healthcare Board Confirms Receipt of Going-Private Proposal from Advent International

September 2, 2026

Framingham, Mass., Sept. 2, 2026 (GLOBE NEWSWIRE) – The special committee (the “Special Committee”) of the Board of Directors of Definitive Healthcare Corp. (the “Company”) (Nasdaq: DH), an industry leader in healthcare market data and analytics, today announced that it has received a non-binding indication of interest (the “Proposal”), dated as of September 1, 2026, from Advent International, L.P., on behalf of certain of its managed funds (collectively, “Advent”), to acquire all of the outstanding shares of the Company’s Class A common stock (the “Class A Common Stock”) and all of the outstanding limited liability company interests of AIDH TopCo, LLC (the “Definitive OpCo Units”), in each case, that are not already owned by Advent or Jason Krantz, the Company’s founder and Executive Chairman, for an all-cash purchase price of $1.02 per share of Class A common stock, and an equivalent amount per Definitive OpCo Unit.

The Special Committee, which is composed entirely of disinterested and independent directors, was formed to take actions with respect to a potential transaction with Advent or alternative thereto. The Special Committee will carefully review the Proposal in consultation with its independent legal and financial advisors and evaluate the Proposal to determine the course of action that it believes is in the best interests of the Company and all of its stockholders. No action is required by the Company’s stockholders at this time.

The Special Committee cautions the Company’s shareholders and others considering trading in the Company’s securities that no decisions have been made with respect to the response to the proposal. There can be no assurance that the Company will pursue this transaction or other strategic outcome, or that a transaction will be approved or consummated. The Company does not intend to disclose further developments regarding this matter unless and until further disclosure is determined to be appropriate or necessary.

Rothschild & Co is serving as financial advisor to the Special Committee and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee. Evercore is serving as financial advisor to the Company and Hogan Lovells Cadwalader is serving as legal counsel to the Company.

 

About Definitive Healthcare

Definitive Healthcare is a data and analytics company focused on the business side of healthcare. The healthcare market is complex — our data makes it clearer. We cut through the noise to deliver the insights that healthcare organizations and companies need to make smarter, faster, more strategic decisions. Because when our customers succeed, healthcare gets better for everyone. Learn more at definitivehc.com.

 

Forward-Looking Statements

This press release includes forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by words or phrases written in the future tense and/or preceded by words such as “likely,” “will,” “should,” “may,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “assumes,” “would,” “potentially” or similar words or variations thereof, or the negative thereof, references to future periods, or by the inclusion of forecasts or projections, but these terms are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding our outlook, financial guidance, the benefits of our healthcare commercial intelligence solutions, our overall future prospects, customer behaviors and use of our solutions, the market, industry and macroeconomic environment, our plans to improve our operational and financial performance and our business, our ability to execute on our plans, customer growth, including our upsell and cross-sell opportunities, and our ability to successfully transition executive leadership. Forward-looking statements in this press release are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following: global geopolitical tension and difficult macroeconomic conditions; actual or potential changes in international, national, regional and local economic, business and financial conditions, including tariffs, sanctions, trade barriers, recessions, fluctuating inflation, high interest rates, volatility in the capital markets and

 

related market uncertainty; our inability to acquire new customers and generate additional revenue from existing customers; our inability to generate sales of subscriptions to our platform or any decline in demand for our platform and the data we offer; the competitiveness of the market in which we operate and our ability to compete effectively; the failure to maintain and improve our platform, or develop new modules or insights for healthcare commercial intelligence; the inability to obtain and maintain accurate, comprehensive or reliable data, which could result in reduced demand for our platform; the loss of our access to our data providers; the failure to respond to advances in healthcare commercial intelligence; an inability to attract new customers and expand subscriptions of current customers; our ability to successfully transition executive leadership; and the possibility that our security measures are breached or unauthorized access to data is otherwise obtained. Additional factors or events that could cause our actual performance to differ from these forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual financial condition, results of operations, future performance and business may vary in material respects from the performance projected in these forward-looking statements.

For additional discussion of factors that could impact our operational and financial results, refer to our Quarterly Report on Form 10-Q for the three months ended June 30, 2026 that will be filed following this earnings release, as well as our Current Reports on Form 8-K and other subsequent SEC filings, which are or will be available on the Investor Relations page of our website at ir.definitivehc.com and on the U.S. Securities and Exchange Commission (“SEC”) website at www.sec.gov.

All information in this press release speaks only as of the date on which it is made. We undertake no obligation to publicly update this information, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

Website

Definitive Healthcare intends to use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at definitivehc.com. Accordingly, you should monitor the investor relations portion of our website at ir.definitivehc.com in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section of our investor relations page at ir.definitivehc.com.

 

Investor Contact:

Brian Denyeau

ICR for Definitive Healthcare

brian.denyeau@icrinc.com

646-277-1251

 

Media Contact:

Bethany Swackhamer

bswackhamer@definitivehc.com

Source: View Original Filing on SEC EDGAR

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