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United States securities and exchange commission logo
August 18, 2021
Jason Krantz
Chief Executive Officer
Definitive Healthcare Corp.
550 Cochituate Rd
Framingham, MA 01701
Re: Definitive
Healthcare Corp.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August 5,
2021
CIK No. 0001861795
Dear Mr. Krantz:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. References to prior comments are to those in our letter dated
July 20, 2021.
Draft Registration Statement on Form S-1 filed August 5, 2021
Cover Page
1. We note that you
highlight revenue and revenue growth in your graphic disclosure. Please
revise to provide a
more balanced presentation of the company's financial health by
presenting net loss
information with equal prominence to your other measures. Refer to
Securities Act Forms
C&DI 101.02.
Summary Historical and Pro Forma Consolidated Financial and Other Data,
page 19
2. We note your response
to comment 2 and reissue that comment in part. For each of
Adjusted Gross Margin
and Adjusted EBITDA Margin, please present with equal or
greater prominence, its
most directly comparable financial ratio calculated and presented
Jason Krantz
Definitive Healthcare Corp.
August 18, 2021
Page 2
in accordance with GAAP and its respective reconciliation to such
ratio. Refer to Item
10(e)(1)(i)(A)-(B) of Regulation S-K and footnote 27 of the SEC s
Adopting Release
titled Conditions for Use of Non-GAAP Financial Measures
(Release No. 33-8176).
Notes to Unaudited Pro Forma Consolidated Balance Sheet (as of June 30, 2021),
page 85
3. We note in your response to comment 3 you intend to amend the terms of
the LLC
agreement to provide for the ability of the holders to exchange their
LLC Units for
Class A common stock and the LLC agreement will not provide for the
option for the
Company to satisfy an exchange request in cash. With a view towards
clarifying
disclosure, please tell us if the Class A common stock issued to
satisfy an LLC unit
holder's redemption request may consist of unregistered shares. Refer
to ASC 815-40-25-
10.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 111
4. Please disclose your accounting policies and assumptions underlying
your presentation,
recognition and measurement of redeemable noncontrolling interest at
inception and in
subsequent reporting periods, including your attribution of its
respective share of
Definitive OpCo's allocated profit/ loss after the Reorganization
Transactions and the
consummation of this offering.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365
or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at
(202) 551-3815
with any other questions.
FirstName LastNameJason Krantz Sincerely,
Comapany NameDefinitive Healthcare Corp.
Division of
Corporation Finance
August 18, 2021 Page 2 Office of
Technology
FirstName LastName