Healthcare Transaction

All posts tagged Healthcare Transaction

Home Health Acquisitions On the Run

by admin on September 15, 2020 No comments

Home health acquisitions private equity transactionBy: Jeff Cohen

Home health agencies everywhere have become the favorite targeted acquisitions of “the financial world.”  Apparently, there is one seminar that every buyer attended convincing buyers or all kinds (buyers with money, buyers without money, buyers in the private equity space) that:

  1. HHAs are ripe for aggregation because the industry is disaggregated; and
  2. HHA owners lack business sophistication necessary to bring their businesses to the “next level.”

Unfortunately, some of the buyers lack any true industry experience and are looking at acquisition targets solely from a financial perspective.  They’re looking principally at business financials and nothing else.  And, worse yet, they’re not focused on the centrality of operational expertise.  All of which can come crushing down on the head of seller financed acquisitions.  In other words, if the buyer is paying the purchase price over time, the seller is effectively financing the transaction because the purchase proceeds are (in theory) coming from seller operational profits. This may make the transaction possible, but operations will ensure company profitability and growth, which is gonna drive seller interest.

So what?  A lot!  As current HHA owners know, the secret sauce is in not financial analytics.  It’s in the operations!  And the financial due diligence is just a part of the equation. What about regulatory due diligence? What about knowing where the bodies are buried (legally speaking)?  What are the payer relationships?  What are the marketing relationships?  What is really driving the business?  Who is the key reason why the HHA is successful?  It is typically one or two people.  And missing that or retiring them is a recipe for disaster for buyers and seller financed sellers.  As is missing illegal payments made to induce patient referrals, which can shut down even a completed transaction in a heartbeat.  None of this is part of the usual [financial] due diligence!

Lawyers might say “Yeah, but there will be plenty or reps and warranties to cover the transaction. And the indemnification sections will be tight.” So what?  The buyer doesn’t want a pig in a poke.  They want a reliable and growing income stream.  Details matter.  Especially the details both buyers and sellers are missing!

Further, if a buyer thinks they can buy an HHA on the cheap (1) without proper due diligence, (2) with lawyers waiting to get paid if the transaction closes and funds, and (3) with heavy seller financing, think again.  If you’re dealing with a buyer with pockets (or you have pockets) and will spend the right money on proper due diligence, the right (and experienced) marketing and management, have at it!  The HHA industry is ripe for aggregation.  But doing it in “the new way” isn’t new at all.  It’s just defective and a recipe for lots of heartache…and litigation.

Real buyers love due diligence. They love to measure twice (three times is even better!) and cut once.  They love either understanding the business they’re buying or buying the operational talent.  And they understand and embrace the notion of putting hard money to work.  They don’t try to buy something for nothing or find lawyers who don’t have enough work to do who are willing to work for free.  Real buyers are not trying to get something for nothing.  And they don’t allow a financial flow focus to blind them to the daily “wax on; wax off” aspects of the business.  Doing so would disappoint both sellers and buyer investors.

It’s great to see so much activity in the HHA space.  But the ones that win and stay will only be the ones that do it the old fashioned away—They’ll Earn It!

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Selling a Medical Practice: Business Broker Listing Agreement Basics

by admin on August 20, 2019 No comments

Business Broker Listing AgreementBy: Amanda Bhikhari

Many physician groups and health care companies will enter the market at some point to sell their business. In the rare case, the selling group will already have a buyer who is ready and willing to pay and close on the business sale. More often than not however, most sellers will utilize the services of a business broker to help find a suitable buyer, and will compensate the broker on a commission basis upon closing.  Unlike real estate closings, whereby the main concern is the title of the property being conveyed, medical practice sales require much more detailed representation on all aspects of the business, including but not limited to, real property, existing contracts, existing patients, and medical equipment.

Before signing a business broker listing agreement, ensure that the following points are considered to avoid potential pitfalls:

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Healthcare Business Sale: Legal Basics

by admin on April 18, 2019 No comments

healthcare business sale webinarFlorida Healthcare Law Firm Attorney Jacqueline Bain will present this live lunch n’ learn webinar with legal considerations for healthcare business owners preparing for or considering the sale of their business. A healthcare business sale has added regulatory considerations on top of complicated deal points and structure simply by nature of being in the healthcare industry. In addition to the regulatory considerations, there are numerous legal risks and potential pitfalls for those considering this type of transaction.

Attorney Jacqueline Bain is both certified as a specialist in Health Law and Certified in Healthcare Compliance and has deep experience on both the buyer and seller side of healthcare business transactions. She will provide valuable insight for owners considering selling to private equity or other. She has written extensively on the topic of Selling a Medical Practice and will share practical advice in additional to strategy.

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Thinking About Selling a Medical Practice? How to Prepare your Business

by admin on April 8, 2019 No comments

selling a practiceBy: Jackie Bain

Thinking about selling a medical practice? Here are some steps for preparing your business in advance of a transaction.

  1. Visit your financial planner.

Be sure that you can afford to leave the business, if you are retiring. Most times, buyers will require a comprehensive non-compete and you should be absolutely certain that you are financially prepared to retire or sell before you sign that restrictive covenant.

  1. Visit your accountant.

Get your financial history in order. Review and re-review your tax returns and profit statements for the past three years to ensure that the business is appropriately reflected in those records. Take the time to clean up any “creative” bookkeeping so that the buyer is given a complete and accurate picture of the business they are buying into. You are likely going to have to make a representation that your financial disclosures are true, so take the time to get comfortable with that representation early on.

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A Medicare Provider Reminder From CMS and OIG: Report Your CHOW

by admin on April 19, 2018 No comments

medicare providerBy: Matthew Fischer

Due to financial and regulatory constraints, many companies are merging or purchasing other healthcare companies.  However, prior to closing any transaction, these companies need to first determine whether government agencies must be provided advance notice of the change of ownership (CHOW). As an example, if Medicare is involved, these companies might be required to report the CHOW.

This issue is not one to dismiss or ignore because if companies fail to comply, they face significant penalties.  In a recent “MLN Connects” newsletter, the Centers for Medicare & Medicaid Services (CMS) issued a reminder to report changes in ownership.  The newsletter cites to an Office of Inspector General (OIG) report from 2016 that found a substantial amount of ownership changes were not being reported. 

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Ambulatory Surgery Center (ASC) Primer for Doctors

by admin on February 25, 2016 1 comment

ASCby: Jeff Cohen

The development of ambulatory surgery centers is still going strong.  Physicians who want to form or invest in them should be wary, though.

Physicians, squeezed by shrinking reimbursement and rising costs, sometimes see ASCs as a sure thing, financially speaking.  They aren’t.  Developing and operating them is something of an art; and care must be taken in getting into the ASC business.  Developing and operating a successful ASC depends on key factors, like ensuring:

  • The future owners are busy surgeons who will bring cases to the ASC;
  • The surgeons perform services which are well compensated; and
  • Profit distributions will be enough to stimulate interest in the center (especially an issue when a physician owned ASC sells too much to a venture or hospital partner).
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