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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Definitive Healthcare Corp. (Name of Issuer) |
Class A Common Stock, $0.001 par value (Title of Class of Securities) |
(CUSIP Number) |
Neil Crawford Advent International, L.P., Prudential Tower, 800 Boylston Street Boston, MA, 02199 617-951-9488 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/29/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Advent International, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,493,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Advent International GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,493,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.54 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Advent International GPE IX Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,955,510.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.88 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Advent International GPE IX-H Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,428,915.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.09 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
Definitive Healthcare Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
492 Old Connecticut Path, Suite 401, Framingham,
MASSACHUSETTS
, 01701. | |
Item 1 Comment:
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the undersigned with the SEC on September 2, 2026 (the "Original Schedule 13D" and, as amended, the "Schedule 13D"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to insert the following at the end thereof:
Confidentiality Agreement
On September 29, 2026, Advent LP entered into a confidentiality agreement (the "NDA") with the Issuer. The NDA provides that Advent LP generally will not disclose confidential information to any other person, except to its representatives and Mr. Krantz, other third parties with respect to which the Issuer provides prior written approval and potential funding sources with respect to which the Issuer provides written approval, among others, and will not use confidential information except for the purpose of considering, evaluating and negotiating a transaction with the Issuer. The NDA also includes a 12-month non-solicitation provision with respect to the Issuer's executive officers and a 12-month standstill provision pursuant to which Advent LP agreed not to make certain acquisitions of securities or assets of the Issuer, join or participate in a "group" formed after the date of the NDA, seek additional representation on the Issuer's board of directors or advise or influence any person with respect to the voting of any securities of the Issuer, in each case without the prior written consent of the Issuer and subject to certain exceptions. In accordance with the NDA, Advent LP intends to continue to engage with the Special Committee and third parties, including Mr. Krantz, regarding a transaction with the Issuer.
References to the NDA do not purport to be complete and are qualified in their entirety by reference to the confidentiality agreement, a copy of which is attached hereto as Exhibit 99.6, and incorporated herein by reference in its entirety. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | The Reporting Persons have not effected any transactions in Common Stock since the filing of the Original Schedule 13D. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference at the end thereof, the information set forth in Item 4 of this Amendment No. 1. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.6 Confidentiality Agreement, dated September 29, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Each of Advent International GPE IX Limited Partnership and Advent International GPE IX-H Limited Partnership, By: GPE IX GP Limited Partnership, their General Partner, By: Advent International GPE IX, LLC, its General Partner, By: Advent International, L.P., its Manager, By: Advent International GP, LLC, its General Partner. |