Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Industrials · Services-Miscellaneous Business Services

Machinify to acquire Performant Healthcare Inc

Announced Aug 1, 2025 · Closed Oct 21, 2025

Deal value$670MEV $605M
Premium118.0%To unaffected price
EV / Adj. EBITDA—4.7x EV / Revenue
ConsiderationAll cash$7.75 per share

Transaction

Acquirer
Machinify
Target
Performant Healthcare Inc (PHLT)
Buyer type
Strategic
Offer price per share
$7.75
Enterprise value
$605M
Status
Closed Oct 21, 2025

Deal protections

Break fee (target pays)
$20.0M · 3.0%
Reverse fee (buyer pays)
$40.0M · 6.0%
Go-shop
No-shop
Financing
No financing condition

Advisors

To the acquirer
JPMorgan
To the target
Truist Securities
Truist Securities fee
$23.7M

Sector context · Industrials

Comparable deals
96 in the prior 24 months
Premium
118.0% vs. 38.5% sector median
EV / Adj. EBITDA
Sector median 9.8x
Break fee
3.0% vs. 2.6% sector median

Timeline

  1. AnnouncedAug 1, 2025
  2. Proxy filedAug 28, 2025
  3. Definitive proxySep 10, 2025
  4. Shareholder voteOct 17, 2025
  5. ClosedOct 21, 2025

Valuation · fairness opinions

Trading comparables$1.63$5.09
Trading comparables$1.50$3.83
Precedent transactions$1.78$2.93
Precedent transactions$1.94$3.27
Discounted cash flow$4.26$7.16
Offer $7.75

Implied value per Performant Healthcare Inc share by analysis, from Truist Securities · DCF discount rate 12.25%–15.25%.

Sources
  • 8-K (EX-99.1) · Aug 1, 2025

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.