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United States securities and exchange commission logo
July 20, 2021
Jason Krantz
Chief Executive Officer
Definitive Healthcare Corp.
550 Cochituate Rd
Framingham, MA 01701
Re: Definitive
Healthcare Corp.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 30,
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
June 24, 2021.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed June
30, 2021
Prospectus Summary, page 1
1. We note your response
to prior comment 1. Because the charts on page 3 and 83 continue
to show the company
revenues in fiscal 2019 and 2020, please add the company's net
losses for those years
to balance the disclosure.
Summary Historical and Pro Forma Consolidated Financial and Other Data
Other Financial Data , page 19
2. For each of Adjusted
EBITDA, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted
Operating (loss)
Income, and Adjusted EBITDA Margin, please present with equal or
greater prominence, the
most directly comparable financial measure respectively
Jason Krantz
Definitive Healthcare Corp.
July 20, 2021
Page 2
calculated and presented in accordance with GAAP. Include a
reconciliation of Adjusted
EBITDA Margin to its most comparable GAAP ratio in Non-GAAP
Financial Measures
which you referenced in footnote (1) hereunder. 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).
Unaudited Pro Forma Consolidated Balance Sheet (As of , 2021)
Notes to Unaudited Pro Forma Consolidated Balance Sheet (as of , 2021), page 82
3. We note in your response to comment 6 the Company presents the
contingently
redeemable non-controlling interest as permanent equity because the
Company and not the
holders determines whether to satisfy a redemption request from a
holder of LLC Units in
shares of newly issued Class A common stock or cash. Please tell us
how the Company
will make the decision to issue shares or pay cash. In this regard, we
note the Pre-
IPO LLC Members will be able to control any action requiring the
general approval of
your stockholders including the election of your board of directors. A
board member,
while considered independent for regulatory compliance purposes, may
not be considered
independent for accounting purposes if that member was appointed to
the board by
individuals who currently hold Class B common stock and Common Units.
Executive and Director Compensation
Class B Unit Agreements with Messrs. Krantz, Shone and Mirisola, page 135
4. We note your response to comment 13. Please disclose any compensation
cost arising
from the modification of performance-vesting Class B Units into an
award of restricted
common units.
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
July 20, 2021 Page 2 Office of
Technology
FirstName LastName