New Mountain Capital has terminated discussions with former managing director Matt Holt over his proposed acquisition of five healthcare technology companies from its portfolio. The New York-based private equity firm ended talks after receiving a revised offer in late February that included deferred payment mechanisms and governance concerns that it deemed unacceptable.

Holt had been working since autumn to acquire Datavant, Swoop, Machinify, Office Ally, and Smarter Technologies without NMC's knowledge. The transaction, initially pitched as a permanent capital vehicle, had attracted interest from ICG's Strategic Equity unit and other secondaries capital. NMC had planned to remain the largest investor in the assets post-transaction but grew increasingly concerned about structural issues, including debt subordination.

The fallout has left limited partners disappointed, with some describing the situation as lose-lose given Holt's reputation for dealmaking. NMC maintains there is "significant upside" in the five assets and remains open to evaluating alternatives, though it has no current plans to bundle them together. The firm's decision to walk away underscores the importance of governance alignment in complex GP-led transactions.