The healthcare revenue cycle management (RCM) sector is experiencing record merger and acquisitions (M&A) activity. At VERTESS, we are seeing private equity firms and strategic acquirers aggressively pursuing acquisitions of RCM companies big and small, with increased interest in those companies that offer artificial intelligence (AI)-driven automation, scalable technology, and strong financial performance. As healthcare providers struggle with rising administrative costs, payer rules, and increased patient financial responsibility, there is heightened demand for efficient, technology-enabled RCM solutions.
For healthcare RCM business owners considering an exit, 2025 presents a prime opportunity to sell at what could be a premium valuation. However, not all RCM businesses are equally attractive to buyers. The most valuable companies are those with qualities like recurring revenue, automation-driven efficiencies, a diverse client base, and strong earnings before interest, taxes, depreciation and amortization (EBITDA) margins.
Whether you're looking to sell your RCM business in the next 12-24 months or want to position it for future growth, understanding the current market and what buyers are looking for are essential.
Overview of the Healthcare Revenue Cycle Management Market
Over the past several years, the healthcare RCM market has experienced significant consolidation, and there's no indication this momentum will slow down soon. Consolidation is being driven by a variety of factors, such as increased financial pressures on healthcare providers and a shift toward technology-driven solutions. The ongoing complexity of reimbursement, rising out-of-pocket costs, and administrative inefficiencies are among the reasons that have elevated demand for automation, interoperability, and outsourced RCM services.
Private equity and strategic acquirers have increasingly focused on business-to-business (B2B) RCM solutions while largely avoiding direct-to-consumer healthcare segments, as these have struggled more with inflation coupled with consumer spending challenges. The B2B RCM market has experienced strong M&A activity, with the middle market attracting competitive valuations and a record number of private-equity-led platform acquisitions.
5 Key Trends Driving Healthcare RCM M&A Activity
Here are five of the trends that we're seeing as significant factors contributing to the elevated interest in healthcare RCM companies.
1. AI and automation reshaping RCM It's clear that the adoption of AI and automation is transforming the RCM landscape, with 98% of healthcare organizations indicating they have implemented or are planning to implement AI strategies to enhance efficiency and financial performance. AI-powered automation has become more integral to coding, claims processing, and eligibility verification, significantly reducing manual errors and administrative burdens.
The increasing reliance on AI has driven a surge in RCM M&A activity, with AI-driven RCM transactions representing 21% of deals in early 2023, compared to 11%-12% in prior years. Major acquisitions highlight this trend, including CloudMed's $4.1 billion acquisition by R1 RCM, with CloudMed having optimized reimbursement workflows using AI, and Apixio's acquisition by New Mountain Capital, with Apixio having leveraged AI-powered risk adjustment and analytics to improve financial outcomes.
2. Private equity firms leading the RCM buyout boom Private equity firms are the dominant force in healthcare RCM M&A, with nearly half of healthcare information technology (IT) transactions in 2024 involving private equity buyers. This figure marks a 20% year-over-year growth. Investors are aggressively pursuing buy-and-build strategies, acquiring smaller, specialized RCM firms and integrating them into scalable platforms to enhance value.
Noteworthy transactions include Francisco Partners' $1.1 billion acquisition of AdvancedMD, which expanded its cloud-based practice management and RCM software capabilities, and Petal Solutions' acquisition of Medcom Billing Systems, which strengthened its medical billing automation portfolio. Additionally, Elevate Patient Financial Solutions, backed by Edgewater and Frazier Healthcare, acquired NYX Health Eligibility Services, reinforcing its Medicaid-focused RCM solutions.
3. M&A valuations remain strong RCM companies continue to command high valuations, particularly in the middle market, where competition among investors is fierce. From 2021 to 2024, the average enterprise value (EV)/revenue multiple for RCM deals reached 6.1x, significantly outpacing the 4.4x average from 2018 to 2020. The middle market — transactions under $500 million — has been particularly active, making up more than 80% of sector deals in 2024 as both private equity firms and strategic acquirers compete for companies with highly desirable qualities like recurring revenue models, scalable technology, and strong contract structures. The combination of predictable cash flows and growing demand for AI-driven automation has positioned healthcare RCM as one of the most sought-after healthcare IT investment categories.
4. Consolidation of RCM technology firms The healthcare RCM market remains highly fragmented. This provides a strong M&A pipeline for platform acquisitions and roll-up strategies. Large healthcare IT vendors are actively acquiring RCM firms to integrate AI, automation, and risk adjustment tools into their solutions rather than building in-house capabilities. Industry leaders, such as Waystar, R1 RCM, and Epic, are expanding their product offerings in an effort to enhance revenue cycle efficiency and reduce administrative complexity. The scale of consolidation is further evident in Clayton, Dubilier & Rice and TowerBrook Capital Partners' $8.9 billion take-private acquisition of R1 RCM. This deal reinforced the attractiveness of end-to-end RCM platforms.
5. B2B healthcare RCM platforms outperforming direct-to-consumer healthcare IT As referenced earlier, B2B healthcare RCM platforms have become the preferred investment target compared to direct-to-consumer healthcare IT. B2B healthcare IT transactions accounted for about 72% of total sector deals in 2024, reflecting a more than 24% year-over-year increase. In contrast, direct-to-consumer healthcare IT companies (e.g., telehealth providers) saw a nearly 29% decline in deal volume due to issues including market saturation and economic pressures.
Private equity and strategic acquirers are prioritizing B2B RCM vendors with qualities like high customer retention, scalable software, and mission-critical revenue cycle capabilities. The shift toward enterprise-focused, technology-driven revenue cycle solutions reflects broader trends in healthcare IT, where automation, interoperability, and financial optimization are paramount.
5 Key Focus Areas for Healthcare RCM Business Owners Preparing for an Exit in 2025
Now let's look at five areas healthcare RCM business owners should focus on if they are planning for or considering a sale of their company this year.
1. Strengthening recurring revenue and contract stability Buyers, especially private equity firms and strategic acquirers, prioritize healthcare RCM businesses with predictable, recurring revenue streams and long-term client contracts. Owners should work to secure multi-year contracts with providers, payers, and health systems as this will help demonstrate revenue stability. Reducing customer churn and increasing contract renewal rates will enhance valuation and make the business even more attractive to investors. In addition, implementing tiered pricing models, value-based pricing, and/or bundled service agreements can further solidify revenue predictability and enhance the appeal of the company.
2. Investing in AI and automation for operational efficiency With AI-driven automation playing an increasingly pivotal role in healthcare RCM M&A, owners should be working to ensure their business integrates the likes of AI-powered coding, claims processing, and denial management solutions. We are seeing investors being particularly drawn to scalable, tech-enabled RCM platforms that improve financial outcomes for providers.
Partnering with companies that offer solutions or developing AI-enhanced revenue intelligence tools can differentiate the business while improving EBITDA margins, which will then increase deal value. Companies lacking AI capabilities may struggle to compete in a market where automated, data-driven decision-making is quickly becoming the standard.
3. Expanding market reach and diversifying client base Client diversification reduces risk and increases buyer appeal. Owners should look for ways to expand into high-growth verticals like behavioral health, dental, ambulatory surgery centers, dermatology, and physical therapy, where RCM services are in demand. Reducing client concentration risk — where a few large customers contribute to a disproportionate share of revenue — will be critical in maximizing valuation.
Additionally, broadening payer mix to include commercial insurance, Medicare, Medicaid, and value-based care arrangements can strengthen revenue resilience. Healthcare RCM businesses that serve a diverse client base across multiple provider specialties and geographies tend to attract stronger acquisition interest and achieve elevated multiples.
4. Optimizing financial performance and profitability Potential buyers closely evaluate key financial metrics like gross margins, EBITDA, and revenue growth trends. RCM business owners should focus on improving their cash flow efficiency, reducing days sales outstanding (DSO), and increasing clean claim rates to enhance financial performance. Streamlining internal operations through automated billing, outsourcing non-core functions, and implementing AI-driven collections processes can drive margin expansion.
5. Building a strong management team and scalable infrastructure Investors look for businesses with experienced leadership teams and scalable infrastructure that can support rapid growth post-acquisition. Healthcare RCM owners should invest in hiring (if needed) and retaining top RCM talent, strengthening their compliance teams, and ensuring strong leadership succession plans are in place. A well-prepared management team with clear growth strategies and efficient back-office operations will increase buyer confidence and valuation.
Additionally, maintaining a robust technology stack with interoperable solutions that integrate easily with electronic health record (EHR) systems, payer platforms, AI tools, and other solutions will improve operational scalability.
As M&A activity in the healthcare RCM sector continues to surge, business owners who proactively position their companies for an acquisition will have the greatest opportunities for a profitable exit. Whether you're looking to sell now or in the next few years, the key to securing multiple, realistic offers for your company and maximizing valuation is ensuring that your business meets the criteria today's investors are actively seeking — from AI-driven efficiencies and revenue stability to strong EBITDA and a scalable management team.
At VERTESS, we work exclusively with healthcare business owners to help them strategically prepare for an exit, negotiate the best possible deal, and achieve a successful and smooth post-transaction transition. Our deep relationships with private equity firms, healthcare IT investors, and strategic acquirers allow us to connect healthcare RCM company owners with the right buyers at the right time — better ensuring that they receive the highest valuation for their business.
Additional sources: Pitchbook, Bain and Co.
Jack Turgeon, MBA
As a Managing Director at VERTESS, I bring extensive experience in sales, consulting, and project management from early-stage startups. With an MBA from Babson College, I have a strong foundation in business strategy, operations, and financial analysis. My personal connection to behavioral healthcare through a family member motivates me to help business owners get the best deal possible while ensuring high-quality care for their clients. Throughout the M&A process, I provide comprehensive support at every step. I have a proven track record in negotiations and client management after working with companies in various industries. I’m excited to join VERTESS and make a meaningful impact on the lives of the owners I work with.
We can help you with more information on this and related topics. Contact us today!
When buying or selling a business, understanding indemnification is crucial. Indemnification clauses in merger and acquisition (M&A) agreements help protect both parties from potential losses and liabilities. This article will explain the types of indemnification protections available to Buyers and Sellers and provide practical considerations for each side.
What is Indemnification?
Indemnification means reimbursing the other party for a loss suffered due to a third party’s claim. In M&A, it also covers first-party liabilities, such as breaches of promises or issues that arise before or after the deal closes.
Purpose of Indemnification
The main purpose of indemnification clauses is to transfer liability from the party that incurs the loss to the party whose actions caused it. This ensures that the responsible party bears the financial burden of any claims or losses.
How to Protect Myself as a Buyer:
Representations and Warranties Insurance (RWI): This insurance protects Buyers against losses from breaches of the Seller’s promises. It covers unknown risks and can make negotiations smoother. However, like any insurance, RWI has exceptions and limitations, and the Buyer may be responsible for paying all or part of the premium.
Holdbacks: A portion of the purchase price is held back in an escrow account or a similar holding mechanism for a specified period to cover any potential claims. This ensures that funds are available if indemnification is needed and offers additional security to Buyers.
Seller’s Note: This is similar to a holdback, but without using escrow or a third-party. The money is held by the Buyer and can be used to offset any claims against the Seller. This means that if the Buyer needs to make a claim, they can reduce the amount they owe the Seller in future payments. This method generally requires less upfront capital and provides another way for the Buyer to recover funds if needed.
Earnouts: Part of the purchase price depends on the business achieving certain performance targets after the deal closes. This aligns the interests of the Buyer and Seller and provides protection against overpaying.
How to Limit Exposure as a Seller:
Limiting Scope of Indemnification: Sellers should aim to limit their indemnification obligations to avoid excessive liability. This can include specifying time limits for types of claims or setting an overall time limit for all potential claims.
Preparing for Potential Liabilities: Sellers should address any known issues before the sale and disclose all relevant information to avoid future claims. Sellers must ensure that all information and promises included in their representations and warranties to the Buyer are accurate and fully up-to-date.
Negotiating Terms: Sellers should negotiate terms that minimize post-closing risks, such as including a lower cap and a larger deductible basket, as explained hereafter.
RWI for Sellers: Sellers can use RWI to protect themselves against claims from the Buyer. This insurance covers breaches of the Seller’s representations and warranties, reducing the financial impact of potential claims and providing peace of mind to the extent covered.
M&A Transactions’ Special Indemnification Provisions:
Escrow Agreements: This provisional agreement sets aside a portion of the sale proceeds in an escrow account until certain conditions are met to cover potential indemnification claims.
Indemnification Thresholds/Baskets: This provision establishes a minimum amount of losses that must be incurred before indemnification kicks in. Baskets can be “first dollar” or “tipping basket” (covering all losses once the threshold is met) or “deductible” (covering only losses above the threshold). A Buyer will prefer a tipping basket because all losses will be covered. A Seller will prefer deductible to limit the money claimed.
Indemnification Caps: An indemnification cap limits the Seller’s indemnification obligation to a certain dollar value, typically equal to the indemnification escrow. This is a Seller friendly provision that will be capped to at least the value of the purchase price.
Other Common Limitations:
Mitigation: Indemnified parties must take reasonable steps to mitigate any loss, including incurring costs only to the minimum extent necessary to remedy the breach.
Insurance: Payments by an indemnifying party are limited to the amount remaining after deducting any insurance proceeds or similar payments.
Tax Benefits: Payments are reduced by any tax benefits realized as a result of the loss.
Special/Consequential Damages: Indemnifying parties are not liable for punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity, or loss of value.
Conclusion:
Indemnification is a key part of M&A transactions, providing essential protections for both parties. Clear and well-drafted indemnification clauses help ensure a smooth transaction and protect against unforeseen liabilities. To that end, it is important you consult with an experienced professional to assist you in drafting and negotiating these types of provisions in healthcare transactions.
Alfonso Zambrano, Shareholder – Brown & Fortunato, P.C. Alfonso Zambrano is a shareholder and director at Brown & Fortunato with a broad corporate practice emphasizing on mergers and acquisitions, corporate finance, business start-ups, real estate transactions and corporate governance. Alfonso has served as the principal legal advisor on numerous transactions in various industries to help clients achieve their goals and implement their business strategies. Alfonso is a member of the State Bar of Texas, the State Bar of New York, and the Amarillo Area Bar Association. He is also an active board member of the Amarillo Museum of Art, and the Harrington Regional Medical Center. He is currently serving as President of the Amarillo Local Government Corporation. In recognition of his community service, Alfonso received the Amarillo Chamber of Commerce Top 20 under 40 Award in 2019.
Michael Gawargi, Associate Attorney – Brown & Fortunato, P.C. Michael Gawargi is a member of Brown & Fortunato’s Corporate Group where his practice is focused on drafting and negotiating complex agreements, assisting in mergers and acquisitions, managing corporate governance issues, and guiding business entities through formation and strategic growth initiatives. Michael’s work is characterized by a detail-oriented approach to transactional matters and a commitment to delivering sound legal counsel. Michael is a proud alumnus of Texas A&M University, where he graduated magna cum laude with a Bachelor of Arts in Communication and a minor in Philosophy. He earned his Juris Doctorate from Southern Methodist University Dedman School of Law. During his time in law school, he was awarded scholarships recognizing his academic dedication and achievements.
Volume 12, Issue 1, January 14, 2025
By: Doug DePeppe
As a cybersecurity law attorney with experience handling data breach investigations, and the related ramifications and privacy compliance dimensions, I was pleased when Vertess approached me about publishing a blog article concerning cyber due diligence (Cyber DD). Engaging in due diligence of risk as part of mergers and acquisition (M&A) is a standard practice. So, sharing knowledge around Cyber DD was a sensible suggestion and I readily agreed.
In addition to breach coaching, my experience includes partnering with technology to create legal-tech solutions that help protect assets and businesses. For example, OnCall Recon is a law-led solution that uses patented netflow technology in a two-week audit to verify the effectiveness of security controls. My discussion of OnCall Recon for a Cyber DD use case was the other prompt for this article. The growing risks of cyberattack affect all sectors, so it is timely to inform the M&A community about the expanding risks.
A preliminary observation is whether representations and warranties (Reps & Warranties) is a satisfactory way of avoiding the additional expense of commissioning a Cyber DD service. The risk of a Reps & Warranties approach is whether the parties have a basis for making an appropriate representation about security or assigning responsibility for the risk of a data breach. Threat actors are skilled in establishing a persistent presence, which entails circumventing detection. Moreover, in the cat and mouse game of cybersecurity, the defenders are always playing catch-up with the latest attack technique. Cybercrime will be a $10 trillion black market industry in 2025. The attacks will keep coming.
Yet, in the cybersecurity market, it has usually been compliance mandates rather than cyber risk that has triggered spending increases to improve cyber hygiene. A pending compliance requirement may impact the M&A market – the Cybersecurity Incident Reporting for Critical Infrastructure Act (CIRCIA). In October 2025, a Notice of Proposed Rulemaking will go into effect, having broad implications for cyberattack reporting.
CIRCIA will require reporting to the DHS Cybersecurity and Infrastructure Security Agency (CISA) of any “substantial” cyber incident or ransomware payment by a “covered entity”. The proposed rule has a multi-part definition of a substantial incident, including:
Unauthorized access to a covered entity’s business system:
Caused by automated download of a tampered software update; or
Using compromised credentials from a managed service provider.
Intentional exfiltration of sensitive data in an unauthorized manner for an unauthorized purpose.
Notably, these criteria would trigger CISA reporting for attacks that would not meet the data breach standard under state law. These expansive triggering criteria suggest that third-party or supply chain attacks that compromise an M&A party’s network would trigger reporting to CISA. However, a further step in the analysis is whether the attacked party is a “covered entity”. Except for small businesses, the criteria would also implicate a broad swath of companies in mandatory incident reporting. If the attacked company meets the broad sector definitions of DHS, such as operating its business in the financial services, health care, or information technology sector, it would likely be a covered entity.
An additional wrinkle about CIRCIA’s application to M&A activities is the practice and utilization of a Data Room. The owner or custodian of the Data Room could have a duty to report to CISA if a substantial incident affected it (e.g., a supply chain attack, as noted above), especially because of all the sensitive information contained in a Data Room. Moreover, considering how threat actors seek to migrate and move laterally, the Data Room could be attacked by an upload of data from an M&A party or any of its advisors or partners. Hence, transaction brokers, financial service providers, M&A parties, Data Room Custodians, and any party associated with the M&A activity could suffer a substantial incident giving rise to CISA reporting.
CIRCIA’s final rule may change before it is promulgated in October of 2025. However, the underlying federal law was enacted in 2022 and supports Congress’ intent to improve cybersecurity for critical infrastructure. What is considered critical infrastructure is extremely broad; and therefore, CIRCIA will create an incentive for many companies to improve cybersecurity so that the risk of reporting to CISA is minimized.
For the M&A market, the same incentive applies. Hence, both Data Room cybersecurity and Cyber DD to increase assurance of a clean asset will likely receive higher priority in M&A activities in 2025.
Doug DePeppe
Doug DePeppe is a Special Counsel in the Firm’s Denver office with a national practice in data rights, data protection, sports data and licensing, and cybersecurity law. He is a member of the Firm’s Privacy & Data Security, Sports Industry, and Artificial Intelligence Practice Groups.
A retired Army Judge Advocate and national security attorney, Mr. DePeppe’s military cyberlaw career began with his Army-funded Master of Laws (LLM) degree from The George Washington University Law School with a cyberlaw focus, followed by his leading the Army JAG Corps’ development of a cybersecurity law practice. He next helped develop cybersecurity law capabilities in the cybersecurity divisions at Homeland Security, including serving as the legal advisor to US-CERT.
In his cybersecurity law practice, Mr. DePeppe assists clients in data breach investigations, orchestrating the incident response and crisis management as a Breach Coach. Mr. DePeppe has assisted clients with cyberattack response services for twenty years. He is well known and respected in the field, has presented at major conferences on nearly every continent across the globe, and has published in Forbes, trade journals, and other online magazines.
Mr. DePeppe also assists clients with data privacy prevention and compliance. Leveraging his interdisciplinary knowledge and cybersecurity resource network, he helps clients with risk assessments, leadership and boardroom training and mentoring, third-party contract and supply-chain risk review, cyber due diligence for mergers and acquisitions, and other cyber risk advisory and services.
With his background in data rights, Mr. DePeppe also advises clients concerning name-image-likeness (NIL) protection and licensing. Universities, collectives, athletes, sports entities and associations, and sports agents have growing needs to protect NIL monetization efforts from infringing misappropriations.
While a Judge Advocate, Mr. DePeppe was a trial attorney in courts-martial for five years and became a certified capital case defense counsel. This criminal law experience aids his client advice concerning cybercrime. Additionally, Mr. DePeppe has used his litigation experience in the representation of sport sector mediations and arbitrations. In particular, he has successfully represented several soccer clubs and athletes in administrative disputes arising from the Ted Stephens Amateur Sports Act and SafeSport.
The M+A market continued to struggle to rebound this year after a slow 2023, undoubtedly due in part to continuing high interest rates and the pending election. Straightforward deals that, in another year, would have successfully closed did not, while more complex deals were met with various roadblocks. However, with interest rates slowly coming down and the election results in, all signs are pointing to a rosier outlook in 2025 for M+A activity. VERTESS is excited to share its annual year-end review and future outlook for each healthcare vertical in which we operate. We are encouraged going into the new year and are looking forward to what 2025 has to offer!
If you'd like to discuss your healthcare market in greater detail with any of our Managing Directors, we have provided contact information for each of them at the conclusion of their comments.
Bradley Smith, Managing Director/Partner
Durable Medical Equipment / Home Health / Medical Device Manufacturing
Durable Medical Equipment (DME)
Valuations in DME this past year have unfortunately continued their downward trend since the highs of 2021 and 2022, albeit at a much slower pace. As a result, there have been fewer transactions than in a normal year. There have been a few exceptions to this, namely very niche and large providers bucking this trend i.e. Nationwide and Rotech. On the positive side, private equity as a whole has shown renewed interest in the DME market with favorable modeling on the industry at large. In 2025 I look to see more PE and PE-backed players to increase acquisition efforts and see a modest increase in valuations as well as the number of transactions. In fact, we were already starting to see this uptick in Q4.
Medical Device
Valuations in the broader Med Device market have remained stable despite a slowing in transaction activity in 2024. Largely, the transactions completed this past year have been strategic, with a continued decrease in private equity platforms. I am looking for this trend to change based on the favorable broader market conditions of lower interest rates and a surplus of dry powder. This will lead to increased competition for assets and a modest increase in valuations.
In 2024, M+A activity in the SUD and mental health sectors grew by 6%, with 80% of deals focused on follow-on acquisitions. This highlights buyers’ preference for scaling existing platforms and lowering their average entry multiples, signaling a cautious yet optimistic market.
In 2025, this trend is expected to continue, bolstered by stabilized interest rates and operational costs. Capital will increasingly target providers offering a continuum of care, aligning with the industry's shift toward value-based models that prioritize breaking down silos and creating seamless, single-point entry systems. New platform acquisitions are likely to drive further follow-on deals, providing early-stage platforms with favorable opportunities for sellers. Providers demonstrating integrated care models, operational efficiency, strong outcomes, and robust telehealth offerings will remain highly attractive, positioning them to secure premium valuations in an active, competitive market.
The pharmacy industry faced a multitude of challenges in 2024. New drug approvals, innovative formulations, and revised pricing regulations reshaped the landscape. Drug affordability took center stage, with initiatives like affordable insulin and biosimilars gaining prominence. Pharmacy Benefit Managers (PBMs) faced increased scrutiny from employers and consumers demanding transparency in their practices. PBM actions inadvertently drove patients away from independent pharmacies.
The retail pharmacy sector experienced significant disruption due to years of mergers and acquisitions, rapid expansion, and the entry of major players like Amazon and GoodRx. The 340B Drug Pricing Program underwent dramatic changes, particularly impacting hospital-based pharmacies. In the specialty pharmacy realm, a shift from brand-name drugs to biosimilars and increased scrutiny of rebate programs aimed to reduce costs. Additionally, hospital-owned specialty pharmacies emerged as a growing trend. Workforce shortages further compounded the industry's challenges, affecting staffing levels and operational efficiency. The cyberattack on Change Healthcare had a significant impact, exacerbating industry-wide issues. Declining customer satisfaction, rising costs, and increased PBM scrutiny added to the complexities. As the industry continues to evolve, digital technologies play a crucial role in consumer interactions with PBMs and pharmacists. In 2025, M+A activity is expected to remain high, especially in the compounding, specialty, home infusion, and nuclear pharmacy sectors. The retail pharmacy sector is likely to face continued challenges in the coming year.
Intellectual/Developmental Disability / Traumatic Brain Injuries / Behavioral Health
Throughout 2024 we continued to see good deal flow and strong valuations in small and mid-sized behavioral health deals. Business owners who chose to sell in 2024 are very pleased with their results and the processes we ran. Our expectations are that the business environment in 2025 will likely continue to remain strong as this space is far more stable and predictable than other lines of business.
The medtech and healthcare IT sectors have seen significant momentum in M+A activity and private equity interest, particularly as innovation continues to reshape the landscape. Medtech has focused on scaling promising technologies, such as surgical robotics and brain-computer interfaces, which are drawing substantial funding and strategic interest. Healthcare IT, on the other hand, remains a resilient and attractive area for PE sponsors, driven by consolidation and demand for solutions like chronic disease management, digital therapeutics, and real-time analytics platforms. Investors are capitalizing on these opportunities, reflecting a strong appetite for scalable, high-growth assets in these markets for 2025.
Private equity activity in healthcare services has been marked by a cautious yet optimistic approach over the past year. Deal flow slowed slightly in 2024, as buyers and sellers navigated market timing challenges and economic uncertainties. However, interest remains high in sectors like infusion services, medspa, and outpatient mental health, although the scarcity of platform-scale assets poses challenges. Specialty physician groups have become a contrarian play amid PPM dislocation, though strategic exits are beginning to thaw the market. Infusion services have stood out as a top-performing category, and with increasing optimism, 2025 is expected to bring a modest recovery in deal activity across healthcare services, underpinned by strategic acquisitions and the gradual stabilization of macroeconomic factors.
As we approach the end of 2024, we’ve observed a slowdown in closed transactions within the healthcare M+A landscape compared to the previous year. This deceleration can be attributed to cautious market conditions and regulatory complexities. However, the outlook for 2025 remains positive, with expectations for a resurgence in deal activity. Companies are increasingly recognizing the importance of strategic acquisitions to enhance service offerings and improve operational efficiencies. With a renewed focus on partnerships that leverage data analytics and innovative technologies, we anticipate a wave of transactions aimed at navigating the evolving healthcare landscape. Investors are poised to capitalize on these opportunities, and as market conditions stabilize, we expect to see more deals successfully closing in the coming year.
Durable Medical Equipment / Home Medical Equipment
Overall, 2024 saw a slowdown in deals for DME; specifically in the areas of Medical Supply and CRT. While the category did slow, some therapies and product-specific areas did experience normal to increased interest and valuations. Clinical therapies such as Wound Care, Urology, and Diabetes CGM saw strong interest and acquisitiveness from both large strategic buyers and financial buyers. Overall however, these categories have seen tremendous consolidation during the past decade, so much of the slowdown comes from low inventory of companies as well as larger buyers settling on the many transactions completed during record times of 2021 and 2022. Other therapies such as Incontinence, Enteral, and Ostomy did not attract the level of interest as in years past. Much of the interest, however, was very targeted toward specific geographies, payers, and companies with value-based programs that brought higher margins to these commodity-type “lower margin” therapies. Similarly in CRT, consolidation over the past decade has hit this category hard and interest from the larger strategics seems to have slowed down.
With the Centers for Medicare & Medicaid Services and private payors increasingly focused on reducing healthcare costs and improving patient outcomes, home health agencies are stepping up to play a bigger role in the overall care landscape. We saw the nationwide rollout of home health value-based purchasing gain further traction in 2024 and build momentum heading into 2025. This model rewards participating home health agencies for delivering high-quality care and enhancing patient outcomes.
Many agencies are maximizing these reimbursement opportunities by leveraging new tools for measuring and improving outcomes. Thanks to advancements in data analytics and digital platforms, home health providers can more easily track patient progress and report essential metrics. These insights allow them to refine their care strategies, increasing their chances of higher reimbursements. As home health agencies become even more integral to value-based care, buyers are eager to get involved early and capitalize on the sector's growth.
Smaller agencies or those with fewer resources have faced challenges with the financial and operational investments required to meet new value-based reporting standards. This is creating an opening for investors and an opportunity for home health agencies. Agencies open to a financial or strategic partnership can gain access to the capital they need to make these investments and remain competitive.
Ambulatory Surgery Centers / Hospitals / Physician Practices
2024 served as a litmus test for healthcare companies as we move to a post-COVID-19 norm. As a result, 2024 defaulted to safe acquisitions to mitigate risk for buyers. This was primarily observed in companies that were affected both positively and negatively by the epidemic. Among these companies, Urgent Care, laboratory companies, revenue cycle management (RCM), and Ambulatory Surgery Centers were most affected. The good news for 2025 is we can now see acquisitions trending through platform consolidation and buyers entering the market more confident and willing to take more risk. The indicator for this change is a heavy interest in strategic buyers looking to add to existing platforms and enhance their portfolio with add-ons, whereas these actions were stagnant in 2024. There is increased interest in RCM companies and Urgent Care centers that were considered a higher risk during COVID due to the risk of future non-reoccurring revenue. Ambulatory Surgery Center management companies are looking to grow exponentially in 2025. This heightened interest can be validated by the increase in their 2024 acquisition budgets. The new target audience for these specific companies will be private equity groups who are still cautious about the risk and acquiring funding while staying competitive with bids. It will be the job of intermediary M+A companies to provide a narrative for sellside opportunities by utilizing 2024 data to justify a meaningful multiple for their client and minimize risk in a now more stable market.
Market valuations for healthcare companies/practices sold in 2024 included many above-average offering prices. We received more outlier offers in 2024 than we’ve seen since pre-COVID. That’s the good news. The not-so-good news was that M+A transactions in 2024 took much longer than usual to complete. This may be the result of a continued flight to quality that we’ve experienced since post-COVID. The good news is that most healthcare companies have long since gotten past the ill effects of COVID-19 in their financial performance.
We expect 2025 to be much more robust than 2024 regarding M+A transactions. We sense a greater level of optimism among market participants. The tailwinds impacting M+A in 2025 are based on improving companies’ financial performance, lower interest rates, aging baby boomers/business owners seeking to retire, increased liquidity of investors/buyers, and lower inflation. We further expect a higher-than-normal amount of outlier offers for healthcare companies in 2025.
By: David E. Coit, Jr., DBA, CVA, CVGA, CM&AA, CBEC, CAIM
Ambulatory surgery centers (ASCs) are a hot commodity, attracting increased interest from hospital and health systems, surgical facility operators (e.g., Surgery Partners, SCA Health), private equity firms, and commercial payers. Given this increased interest from strategic and financial buyers, it's not surprising that we are hearing from a growing number of ASC owners wondering about the value of their facilities.
Before we dive into the factors influencing ASC value and discuss surgery center valuations, it's helpful to get a lay of the ASC land. The massive changes in ASC scale and scope in recent years continue to propel growth but also bring challenges. A larger number of ASCs are performing a broader set of procedures than ever, including the likes of total joint replacements and a variety of cardiovascular treatments, but labor shortages, inflation, and reimbursement pressures are hurting their ability to increase profitability.
Outpatient care will continue shifting away from inpatient (e.g., hospital) settings toward ASCs. Evolving medical and technology advances will further accelerate the transition as patients seek safe, affordable care and payers look to reel in rising healthcare costs. The rise in the number of ASCs to the point where the number of Medicare-certified surgery centers (~6,400) has surpassed the number of hospitals (~6,100) is in part due to the significant cost savings of procedures performed in ASCs compared to onsite hospital surgeries, which allows for lower reimbursement rates and patient expenses. The migration of care into ASCs, fueled by payer pressures, is one the reasons many hospitals are seeking to develop or partner with ASCs. Consulting firm Avanza Healthcare Strategies notes that more than 7 out of 10 hospitals and health systems intend to continue investing in and affiliating with ASCs. The trend is up 8% since 2019, with the firm attributing the shift to many factors, including consumer demand and the need to decrease costs. Physicians remain interested in starting ASCs or becoming minority or majority owners to allow them to obtain distributions.
Key ASC Risk Drivers
Similar to most investable assets, the value of ASCs is a function of risks versus rewards. Key risk drivers include:
Location: Being located in a certificate of need (CON) state and/or being located near key suppliers, solid referral sources, ample labor supply, low concentration of other ASCs, and good patient demographics are all positives.
Payers: Having low reliance on out-of-network payers is preferable.
Reimbursement: Having low dependence on procedures with low reimbursement rates helps reduce risk.
Operational dependence: Having high reliance on one physician, one referral source, or one senior executive who would cause a dramatic decline in revenue if they were to leave the ASC raises risk.
Non-competition/non-solicitation agreements: Having little concern that employees or independent contractors would leave the ASC and immediately become a competitor or would steal away key employees reduces risk.
Multi-specialty vs. single-specialty ASCs: Multi-specialty ASCs that have a low concentration of services/procedures provided relative to total revenue are considered less risky than single-specialty ASCs.
Other issues impacting the riskiness of a particular ASC include:
Performance: The overall performance of an ASC relative to its peers/competitors. An ASC that historically underperforms its peers will be viewed as more risky than one that at least performs as well as like facilities.
Historical legal issues: Legal fees will impact valuations via lower profitability, while a history of numerous legal issues will increase buyers' perception of riskiness.
Turnover: An ASC with relatively high employee, patient, and/or referral source turnover will be looked at as more risky than otherwise.
Collections issues: An ASC with a history of billing/collections issues, high reimbursement denials, longer than normal collection periods, and higher than normal write-offs for uncollectable accounts receiable (A/R) will be deemed riskier than normal.
Malpractice claims history: An ASC with numerous malpractice claims may lead buyers to increase their perception of riskiness.
Patient readmissions: An ASC with an above-average hospital readmission rate will increase buyers' perception of riskiness.
Compliance: An ASC with a history of regulatory compliance, accreditation, and/or licensure issues will be deemed more risky.
Some people might argue that the above-listed risk drivers are qualitative matters rather than quantitative. In reality, these risk drivers ultimately impact overall performance and are therefore quantitative relative to creating cash flow for the owners/investors of the ASC.
Relative size also matters regarding the market value of ASCs. There is higher demand by buyers for ASCs with higher revenue and organizations with multiple locations. Higher demand will lead to higher valuations.
Current ASC Valuations
Let's discuss ASC valuations. Below is a breakdown of the current estimated market values based on multiples of earnings before interest expense, income taxes, depreciation, and amortization (EBITDA) of ASCs by size and perceived riskiness:
Market Valuation*
Annual Revenue<$15 million$15 to $30 million>$30 million
Low-risk ASCs 4.0x to 4.5x 4.5x to 6.0x 6.0x to 8.0x
Moderate-risk ASCs 3.5x to 4.0x 4.0x to 5.5x 5.5x to 7.5x
High-hisk ASCs 2.5x to 3.5x 3.0x to 4.0x 5.0x to 5.5x
For example, a low-risk ASC with $9.0 million in annual revenue and an EBITDA of $1.8 million (20.0% EBITDA margin) will have a market value in the range of $8.1 million to $10.8 million.
*Actual market value is also a function of (1) quality of offering memorandum and reporting, (2) quality of intermediary representation, (3) historical performance of the company, (4) future growth prospects of the company, (5) quality, type, and number of potential buyers, (6) current and projected macroeconomy, (7) current and projected industry stability and growth, (8) and numerous other factors.
Note that acquisitions of ASCs are typically stock purchases, as opposed to asset purchases, and are done on a cash-free/debt-free basis. The seller(s) normally distribute their cash balances before closing the sale/purchase and after paying off all indebtedness.
Buyers typically undertake a Quality of Earnings (QoE) analysis. A QoE is a comprehensive examination of a company's financial performance, detailed revenue analysis, review of accounting policies, assessment of company management, examination of company operations, and reliability of financial reporting. We often recommend that ASC owners undertake a seller's QoE before going to market. By doing so, owners can take steps to mitigate issues uncovered during the QoE process, thereby reducing perceived riskiness.
Moreover, the QoE process helps sellers and their mergers and acquisitions (M&A) advisor to better identify discretionary and non-recurring expenses that are add-backs to EBITDA to best reflect the cash flows generated by the ASC to potential buyers.
What Is Your ASC Worth? Receive a Market Valuation From VERTESS. Whether or not you're considering selling your ASC, knowing the current market valuation can provide you insight into deciding where to go. You might be trying to determine where you want your ASC to be five years from now. A good roadmap begins by knowing where you stand today. A market valuation of your ASC is a great start to knowing where you are now.
As a healthcare-focused M&A firm, we at VERTESS help owners understand the expected value of their business if they are to bring their company to market. We'd be more than happy to provide you with a current market valuation of your ASC.
David Coit DBA, CVA, CVGA, CM&AA, CBEC, CAIM
I am a seasoned commercial and corporate finance professional with over 30 years of experience. As part of the VERTESS team, I provide clients with valuation, financial analysis, and consulting support. I have completed over 400 business valuations. Most of the valuation work I do at VERTESS is for healthcare companies such as behavioral healthcare, home healthcare, hospice care, substance use disorder treatment providers, physical therapy, physician practices, durable medical equipment companies, outpatient surgical centers, dental offices, and home sleep testing providers.
I hold certifications as a Certified Valuation Analyst (CVA), issued by the National Association of Certified Valuators and Analysts, Certified Value Growth Advisor (CVGA), issued by Corporate Value Metrics, Certified Merger & Acquisition Advisor (CM&AA), issued by the Alliance of Merger & Acquisition Advisors, and Certified Business Exit Consultant (CBEC), issued by Pinnacle Equity Solutions, and Certified Acquisition Integration Manager (CAIM), issued by Intista. Moreover, the topic of my doctoral dissertation was business valuation.
I earned a Doctorate in Business Administration from Walden University with a specialization in Corporate Finance (4.0 GPA), an MBA from Keller Graduate School of Management, and a BS in Economics from Northern Illinois University. I am a member of the Golden Key International Honor Society and Delta Mu Delta Honor Society.
Before joining VERTESS, I spent approximately 20 years in commercial finance, having worked in senior-level management positions at two Fortune 500 companies. During my commercial finance career, I analyzed the financial condition of thousands of companies and successfully sold over $2 billion in corporate debt to institutional buyers.
I am a former adjunct professor with 15 years of experience teaching corporate finance, securities analysis, business economics, and business planning to MBA candidates at two nationally recognized universities.
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A few months ago, I joined VERTESS as a managing director. I became a member of this great team because I want to help healthcare business owners successfully sell their companies. I also want to ensure our clients do not experience what I did when I sold my business.
The Background
I graduated undergrad with a degree in economics with a premedical emphasis. My expertise was in the analysis of financial statements, largely of publicly traded companies. I worked for the S&P 500 for a little while but found myself lacking passion and was eager to find a career that would give me a more purpose-driven life. I decided to get into senior home health care. I held positions at a few impressive home care agencies and then decided in 2002 to start my own agency in Colorado. I believed I could provide senior home health care services to seniors in the state better than anybody else.
The belief in myself paid off. By 2008, through organic growth and small add-on acquisitions, my agency was generating about $8 million in revenues. We had three branch locations and operated from northern to southern Colorado. We were a top-tier agency providing the full continuum of senior home health care, which was highly attractive to buyers at the time.
While I wasn't interested in selling my agency, my hand was essentially forced due to a divorce. A buyer reached out and expressed significant interest in my agency. Representatives of the buyer, including its owner, flew to Colorado for a meeting at a restaurant airport. The buyer was prepared to generously reward me for the tremendous amount of work I had put into my company and the success we had achieved.
It seemed like we were heading to an outcome that would see me making the best of a situation I didn't want to be in. I handled all the negotiations with the buyer. While I had some previous experience with mergers and acquisitions (M&A), I was by no means an expert. This wasn't a concern at the time as I thought that the buyer had my best interests at heart, and everything with the acquisition of my agency would be done on the up and up. What can I say? I'm an eternal optimist.
Ignorance Is Not Bliss
My naivety came back to bite me. The buyer's attorney eventually took the lead in the negotiation process, and he was supported by an external accountant. Unfortunately, I didn't recognize that what had been a "human transaction" involving a buyer that seemed to prioritize my wellbeing became a deal all — and only — about numbers.
And the numbers weren't going to end up pretty for me. I received a good offer on paper, which combined what seemed like fair figures for cash, an earnout, and stock. I was working with a broker who was referred to me, but I didn't know this broker had represented the buyer. Same with the attorney who was recommended to me. These were clear conflicts of interest, but I did not discover them until after the transaction.
Right before we closed, the buyer said we should make a 338(h)(10) election, which I later found out can greatly harm a seller's finances due to tax implications. The buyer also included some carefully worded language in the contract with stock implications, which I missed, and my broker and attorney failed to discuss with me. The buyer's representatives said all the right things to keep me moving forward toward the sale. They said they wanted me to remain on for a year to help with the transition and would make up for any shortfalls through my salary.
In the end, my rose-colored glasses betrayed me. My stock ended being worthless, and I never received an earnout. Following the transition year, I walked away from my company with nothing except my initial cash.
That was devastating. I put my blood, sweat, and tears into that organization. I gave up time I could have spent with my family growing the organization — in part because I wanted to help more people through our services, but also because I believed the work would pay off financially and enable me to better support my family. While I was able to achieve the former, positively impacting many people's lives, I felt robbed of the latter.
The Lesson Learned
Where did I go wrong with selling my company? I don't want to put too much of the blame on my optimism and the belief that people are generally good. My work in the senior home health care space has shown me this is largely true. But the reality is that when it comes time to sell your company, you cannot afford assumptions. Buyers are looking for good deals, and some will try to take advantage of inexperienced sellers.
I recognize that where I went wrong was that I lacked good representation in the transaction. Engaging with the right M&A advisor, knowledgeable in home health, free of conflicts of interest, and whose responsibility was to have my and my company's best interests at heart, was the key to my receiving fair value for my company. During my sale, I did not have this kind of representation, and I paid the price.
This brings me back to my joining VERTESS. I'm in the last leg of my legacy. I have three grown children and one smaller child. I decided I wanted to finish my career doing purpose-driven work. Despite my success owning and operating home health companies, I was no longer finding joy from C-level operations.
I met with VERTESS' leadership and instantly knew that this was the right firm and right work for me. I had my doubts about a career in M&A because I had largely soured on these professionals due to my transaction experience, but the VERTESS team shows that not every M&A firm is only interested in getting deals to the finish line and earning commissions. The team is largely comprised of past owners and operators of healthcare business. We understand what it takes to grow a business, including making huge sacrifices, and what's required to get to a place where buyers are willing to pay a generous and fair amount for a company. We know the importance of finding the right buyer — one capable of making a good financial offer and who will help the business they are acquiring continue to grow and thrive.
We also understand that when it comes to transactions, the devil is in the details. A little mistake or oversight can jeopardize a deal or lead to an unfair outcome for a seller. We support one another at VERTESS and collaborate closely with the other members of a transaction team, like an attorney and accountant, to ensure no important detail is missed.
Most importantly, we are motivated to help our clients succeed. Our team has been in their shoes, which is why we follow our form of the golden rule: We do unto our sellers as we would want someone to do unto us. As you might imagine, this is very personal for me given what I experienced — and what I hope no one else experiences.
My story shows that choosing the right representation may be the most important step you take to prepare for selling your company. When that time comes, I hope you will reach out to VERTESS. We'd love to learn about you and your company's story and help provide the happy ending for your business that you deserve.
Christine Bartel, MBA/MHA, CSA
Before joining VERTESS, I served as a senior healthcare executive for 26 years. My expertise includes CEO and COO functions, which produce dramatic improvements in financial performance through acquisitions, joint ventures and, service line development. I am experienced in the full continuum of care, with a deep understanding of how new federal and state policies impact the bottom line. After working as a statistician at Standard & Poor’s Compustat and a financial analyst at Dun & Bradstreet Corp., I began a career in health care and, in 2002, started a home care services company in Colorado. Serving as the CEO, I supervised a staff of approximately 350 caregivers, established two branch locations in Colorado Springs and Fort Collins, and ultimately sold the company to a private equity firm in 2008. Since then, I launched an independent consulting practice that acquires underperforming health care entities, delivers strategic guidance and an array of management services to diverse healthcare organizations, facilitates with interim/long-term senior leadership operational turnarounds, joint ventures, facility expansion, service line development, and mergers and acquisitions. I also coach health system executives, physician groups, assisted living facilities, skilled nursing facilities, insurance companies, and post-acute organizations.
I earned my Bachelor’s Degree in Economics from the University of Colorado Boulder and an MBA from George Washington University. In 2012, I received my Certification as a Senior Advisor (CSA). Lifetime achievements include raising four beautiful children, hosting “Aging Independently with Christine Bartel” on CBS Noon News, and authoring “Redemption, The Christine Bartel Story.” I received the women-related Corporate Social Responsibility/Bronze Stevie Award in 2018, was featured on the Inc. 5000 list of the fastest-growing private companies in America (ranking 1908 out of 5000) in 2018, and was honored as the Female Executive of the Year/Gold Stevie Award Winner in 2017.
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When the time comes for you to sell your durable medical equipment (DME) company, there will be a lot of work required to go from putting the company on the market to completing a successful transaction. If you want that sales process to go smoothly, there's a good deal of work you'll want to complete before you start the sales process.
Here are seven of the key steps you should take that will better ensure your DME company sells for a fair price and to the right buyer.
1. Get your DME house in order
What does it mean to get one's house in order concerning the sale of a company? It boils down to your business functions. Owners of a business typically do not undertake deep dives into their financials and performance, but that's what a prospective buyer will do right off the bat. Owners need to put themselves into a buyer's shoes and assess the balance statement, key financial metrics, employee and payor contracts, assets, processes, the legal structure of the business, and other areas to see what stands out — and not in a positive way. What might be a potential red flag to a buyer? What could be a major hassle for a new owner or lead to difficult questions during the due diligence process of a sale? For example, are you over-indexed on operating expenses? Will buyers ask why your opex exceeds 40%?
Once you have completed this assessment, work to fix the issues you identify — especially the low-hanging fruit — to the best of your ability before you bring your DME business to market. Doing so will allow you to hedge off some of those questions and ultimately make your company more presentable.
2. Tell your growth story
When a buyer is considering your company, they're going to want to see that you're profitable. But more importantly, they're going to want to understand how you can become more profitable — i.e., What is the runway for you to grow? As you are preparing your company for a sale, develop the story that will explain how you are going to grow over the next 3-5 years. What's going to differentiate you in the industry? How are you going to stay ahead of trends?
This is all very important. I've been part of the leadership team for several companies that sold, and for each of them I was the sales or growth leader. When we developed our confidential information memorandum (CIM)*, most of the time was focused on where we expected we could grow. What was our secret sauce? How could we expand sales? Expand payer contracts? How were we going to buy smarter to reduce expenses? A strong growth story is likely to increase your DME company's multiple.
*Note: If the concept of a CIM is new to you, I recommend reading this recent column by my colleague David Purinton. It defines the concept of a CIM, shares best practices, and identifies what to include in your CIM.
3. Put together the right DME transaction team
For most durable medical equipment company owners, the sale of their company will be a once-in-a-lifetime experience. The sale is the conclusion of years of hard work and sometimes even some blood and tears. It's not surprising that some DME owners are on the fence about whether to bring in outside help for the transaction because of the costs involved in engaging an advisor and other support, which is money that comes out of the seller's pocket.
But just as most owners had help setting up their company, they will be best served getting help selling their company. The right assistance can not only translate into a higher sales price but also avoid costly missteps, mistakes, and a prolonged transaction. Experience shows that an outside advisor, whether it's someone from VERTESS or another healthcare mergers and acquisitions (M&A) firm, helps owners better identify and address challenges, take advantage of opportunities, emphasize what makes the company special, and create the competition for the sale that drives up the multiple.
A traditional operator will likely not know how to put a CIM out to market or get it into the right buyers' hands. Owners may have a few people in their index they think could have interest in acquiring the company, but taking this approach means you're missing out on the opportunity to cast the wider net that creates the competition you want and brings in different types of buyers.
In addition to brining on a healthcare M&A advisor, and preferably one with DME experience, other members of the transaction team should include an accountant and legal advisor with healthcare transaction expertise. The right team will make the sales process go more smoothly and help ensure the sale reflects the years of work and investments that have gone into the company.
4. Fully understand your durable medical equipment company's vulnerabilities
This ties back to getting your house in order. You must understand where your company is vulnerable. Will any of your contracts soon be susceptible to compression? How are you going to stay ahead of that development? Is competition coming out with a new product that may put you in a less competitive position moving forward? Is there anything under the hood of the company that could be considered a weakness?
Once you identify your vulnerabilities, you'll want to do one of two things. If you can fix a vulnerability, you should. If it's not a simple fix, at least develop a strategy for how you will overcome it.
5. Understand your value from the buyers' perspective
Nearly every owner I've worked with contemplating a sale has a price they firmly believe they should receive for their company. This figure may be achievable, but there are a lot of factors that will influence the final sale price — and the potential for the price to end up higher than what a seller believes is fair and possible.
To gain a better understanding of how a sale may play out, DME owners will want to start thinking about their likely buyers, what these buyers are looking to get out of the business, and how these buyers may deploy the business following the transaction. Is one potential buyer a private equity platform looking to add more companies? Will the seller's company be an additive to other companies a firm currently owns? Might the acquisition be a strategic buy?
In these and other scenarios, owners should ask themselves: What's the value your company brings to potential buyers? What are the buyer's immediate and longer-term needs? Understanding what the buyer is looking for is helpful in determining how to best present the company in your CIM. You want to position your company to how it will meet those needs so you can secure a price that matches or even exceeds what you may have calculated before the sales process begins.
Putting yourself in buyers' shoes also helps establish more realistic sale expectations. In some instances, this will require an owner to come to terms with the fact that their company is not worth what they hoped or expected. Determining what a buyer will and will not value and what your company is likely to sell for ties back to assembling your transaction support team and leveraging their guidance and expertise.
6. Keep your management team focused on business, not the transaction
A DME company's management team will be involved in the sale. They will be a part of the CIM development process and helping with due diligence. But one of the worst decisions an owner can make is to have their management team focus so much on the deal that they take their eye off the business. You want to make sure your executive team and the management team underneath them are involved in the transaction as much as necessary, but their day-to-day focus should be on delivering your services, growing the business, and executing your strategic plan. The last thing you want is your company's performance to fall off as you are working to complete a sale.
7. Consider your post-deal involvement
A final essential step to take before bringing your durable medical equipment company to market is to consider the role and level of involvement you're looking for in your company following its transaction. That's going to greatly influence the type of buyer you want to target. Do you want to fully exit? If so, understand that this may turn away some buyers who are not interested in investing in finding and onboarding a new CEO or any other executive position you hold.
If you want to stay on with the business, make sure the buyer understands the position you are looking for following the sale. Is it a board position? Do you still want to be in an operator position? Do you want to give up full control? Half control? These are questions to firmly answer before initiating the transaction process.
Selling Your DME Company: Do the Work, Reap the Rewards
When you conclude that it's time to sell your DME company, you may be eager to start the sales process and find out what your business is worth. But rushing into the process is going to do more harm than good. By allocating the time and resources to effectively complete the steps described above and others recommended by your transaction team, including your DME M&A advisor, you will strengthen the performance and appearance of business, become more attractive to buyers, and should end up securing a sales price that rewards you for building a successful durable medical equipment company.
Gene Quigley
For over 20 years I have served as a commercial growth executive in several PE-backed and public healthcare companies such as Schering-Plough, Bayer, CCS Medical, Byram Healthcare, Numotion, and most recently as the Chief Revenue Officer at Home Care Delivered. As an operator, I have dedicated my career to driving value creation through exponential revenue and profit growth, while also building cultures that empower people to thrive in competitive environments. My passion for creating deals has helped many companies’ platform and scale with highly successful Mergers and Acquisitions.
At VERTESS, I am a Managing Director with extensive expertise in HME/DME, Diagnostics, and Medical Devices within the US and international marketplace, where I bring hands on experience and knowledge for the business owners I am privileged to represent.
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FORT WORTH, Texas, Nov. 15, 2024 /PRNewswire/ -- VERTESS (https://vertess.com), a leading healthcare mergers and acquisitions (M&A) advisory firm, is pleased to announce that Momentum (https://momentumme.com/), a Maine behavioral health provider that offers shared living and other services to people with intellectual and developmental disabilities, has joined the Mosaic (http://www.mosaicinfo.org) family. Momentum is now part of Living Innovations (http://livinginnovations.com), a service of Mosaic. Together they have increased their reach to people with diverse needs in Maine, New Hampshire, Rhode Island, and Connecticut. The transaction was facilitated by the VERTESS team and Rachel Boynton.
Living Innovations offers community-based services to 950 people, including more than 500 individuals who participate in shared living. They also provide vocational services to 204 people. Momentum serves approximately 270 people through its shared living and other community-based programs. Living Innovations State Operations Director, Andy Taranko, shares, "Momentum is a trusted organization that has innovative programs like Nature Trek and a strong reputation for quality. It is a natural fit for the high-quality services Living Innovations provides across Maine." These two organizations will serve about 1,500 individuals through shared living, community support, and employment services.
Dennis Strout, founder and Executive Director of Momentum, noted that his decision to become part of Living Innovations was greatly influenced by his desire to ensure the services provided continued long into the future. He shares, "The Momentum workforce has helped people achieve incredible things, and Living Innovations brings new levels of support and resources, a welcome addition to provide long-term stability for the services."
"I enjoyed working with the professional teams at Momentum and Mosaic in support of their goals," stated David Coit, VERTESS Director of Finance and Valuation. "Having worked with Living Innovations previously in their acquisition by Mosaic, I am excited to hear of future successes for the group."
Volume 11, Issue 19, October 10, 2024
By: J. Blake Peart, RRT, CM&AA
In the business world, the concept of the "second bite of the apple" refers to a business owner retaining some ownership of their company (i.e., rollover equity) following a sale to a strategic partner and then the owner earning another payment when the strategic partner sells the company. Thus, the mergers and acquisitions (M&A) meaning of the "first bite of the apple" is when the owner initially sells the majority of their company to a strategic partner.
However, I would argue that defining the bites of the apple in this manner overlooks a lot of the details of the owner's journey to this point in the life of their business. Another way to look at these bites is that the first bite of the apple occurs when an owner starts their business. This bite can be bittersweet. It involves joy, worry, sadness, and the many difficulties that business owners typically will experience and endure on their ownership journey. The second bite of the apple is when the owner capitalizes on their hard work through a sale, leading to a more comfortable retirement or enabling the owner to pursue another venture — all because of the effort and hard work that went into building a successful first company.
To capitalize on the metaphors described and maximize the enjoyment of the second bite of the apple requires getting the first bite right. When starting a business, there are a number of decisions an owner will need to make outside of determining what services the company will provide. Let's look more closely at a few of the most important ones and what new business owners need to know about them. Note: While missteps concerning these decisions are not uncommon, owners that recognize and address their mistakes can better ensure their second bite is as sweet as it can be.
Debt
All new businesses take on debt. Be precise and strategic about how you take on this debt. Ensure the debt does not over leverage your business and can be paid even if revenue declines due to normal deviations. You do not want to compromise your ability to maintain credit and compromise your working capital. To elaborate further, if you rent a building or office space, one of the most important considerations is whether the cost fits your business model of expenses versus revenue.
When it becomes time to expand your company, do not overextend yourself financially. Follow the original expenses versus revenue model and ensure expenses remain an appropriate percentage of tracked revenue.
Accounting practices
Accounting practices are key to a successful business. Most new businesses may use some type of internal accounting process via QuickBooks and/or utilization of an office manager. Most businesses will also need to contract outside accounting services to track taxes, payroll, and other expenses. Maximizing tax deductions is important for a new business. Hiring the right accounting firm will ensure you properly track and document monthly profit and loss (P&L) and receive ongoing, proper counsel. Advice can include the best methods to save on taxes and track progress accurately. The ability to present accurate, complete data is important if you are audited by the IRS — and when it eventually becomes time to sell your business.
Clean financials are key to surviving buyer due diligence during an acquisition, and they are an essential element of a buyer defining your business attractive and a worthy investment. If cleaning up your financials requires too much work, this will turn many buyers away.
Personnel
One of the most important — if not the most important — steps business owners must take is hiring personnel. Owners need to find the right personnel and maintain strong employee relationships throughout the journey of running the business.
While one would hope that employees will be as devoted to a business and its success as an owner, achieving this is often unrealistic. Owners have much more to gain and lose. But owners will still want to work to develop employee loyalty to the company, which requires keeping employees engaged, excited to come to work every day, and feeling like they are part of something bigger than themselves.
Achieving these goals starts with transparency. Share the company's ongoing progress — good and bad — with employees. That means not just bring up performance when sales are down.
Make employees a bigger part of the business. Profit sharing is one great way to do so. It better ensures transparency, and when revenue grows, employees directly feel the impact of their work and the company's success beyond receiving a regular paycheck. ESOP companies — those with an employee stock ownership plan — have been extremely successful for this very reason.
Profit sharing also promotes tenure, which is extremely important in keeping quality staff for the long term. The better staff understand the business, the better they will be at performing their work and supporting the business and its growth.
Impacts on a Transaction
The decisions you make concerning debt, accounting, and personnel are just as critical to the start of your company as they are to its end when ownership is transferred. Let's jump to the moment where you're looking to sell your business or find a strategic partner. The first step you will want to take is to highlight your business performance. Owners often get focused on the products or services they provide and the value and benefits these deliver to consumers. However, if your business model and structure are not solid, a buyer is not going to want to acquire your company, or you will not receive what you believe to be a fair offer.
It's important to know that most transactions are debt free. Any debt you have, whether it be tied into your real estate, fleet, renovations, expansion projects, or any other area of operations, will be deducted from the purchase price. Some debt is not necessarily bad, but if it's based on risk and not normal working liabilities, you will be at a financial loss.
If your bookkeeping is not clean, you can expect a difficult transaction process and one that may never reach the finish line. Clean bookkeeping is not about the minimum you can get away with when filing your taxes. It's about convincing a buyer that your business is the perfect acquisition opportunity — one worthy of an investment and one that can be scaled appropriately so the strategic company or private equity investors will generate a return on the investment.
The most crucial test of whether you have achieved clean bookkeeping comes when you go under a letter of intent and the buyer starts the quality of earnings (QofE) report, which is performed by a third party. A QofE is always the immediate telltale on how appropriately you have run your business. For any business that keeps good bookkeeping, with invoices that can be matched with revenue, expenditures at what the market would expect, and no large list of add backs and personal expenses rolled into the company, the QofE should align with your true revenue, often described as adjusted 12-month trailing EBITDA. What is often revealed through a QofE is a reduction in EBITDA, with the third party determining problems with your true revenue. This risk is why it's imperative for business owners to have a proven accounting team handling a company's financials throughout the life of the company.
Finally, personnel is often a company's most valuable commodity. It is not only important to have a well-trained and loyal employee base, but you will want a second, third, and sometimes fourth person in command or capable of assuming command when transitioning ownership. If an owner wants to stay on board and roll over equity post-acquisition, then the number two or three person in charge may not be as important to a buyer. However, if an owner is looking to take a reduced role in the company or completely sell the company and step away, the owner is going to need to prove that the next people in the chain of command know as much about the business as the owner does and will remain just as committed to the business following completion of the transaction.
Find the key leaders in your organization. Teach them the business until you are at a place where you know you can go on vacation for weeks at a time and not need to worry about how the daily operations will run because you have full confidence in the people you have appointed to oversee the company in your absence. If you successfully reach this point, it will be easier to demonstrate to buyers that you have worked for many years to prepare for the transition of oversight and management and are confident that it has reached a level where you can step aside.
The Time to Think About the Value of Your Company Is Always
Many people do not think about the value of their business until they think about selling the company. But the value of your business will be predicated by how well you have run your business throughout its many years of operations.
While it may seem counterintuitive, you should think about the value of your company starting the day you launch your business and then never stop. Best practices, like those highlighted earlier, should be top of mind throughout your entire ownership journey. Otherwise, when you finally decide to pursue a transaction, you will likely find yourself spending a lot of time and money trying to clean up existing processes. Even if you are successful in cleaning these processes, a buyer will likely determine that the consistency you are hoping to show is deceiving. This can cost you offers and the value of offers, but it's simple to avoid if you start on the right track from day one (or as close to this as possible).
Speaking of value, how would an owner know the right time to maximize on that value through a transaction? The best time to sell a business or find a strategic partner is when the business is running on all cylinders. However, when business is performing great, this is usually when an owner thinks the least about selling. It's the time of ownership where running the company is perhaps the most fun, in part because of the tremendous profits. Why would an owner want to share this with anyone else (besides employees)?
To answer this question, look at the scenario from a buyer's perspective. A buyer will see the most value in a business when everything is clicking — margins are great, employees are happy, and there is plenty of current and future business. The worst time to try sell your business is when performance starts going downhill or when you are ready to retire and are unable or unwilling to be part of the next chapter of the company after it has been acquired. While the buyer may not want you to remain involved, many buyers like the option of keeping an owner engaged for at least a short period of time to maintain some continuity and help ensure a smoother transition.
By selling your business at the height of its performance, this will essentially guarantee you the best valuation multiple and will help you get through the acquisition process, which can take many months during which there may be some peaks and valleys in the financials. If you are already maximizing revenue when you decide to launch your sale, you should be able to weather any storms.
To help you get to the finish line that you want for your company, hire an experienced M&A firm familiar with your type of business. As your M&A advisor oversees the creation of your company's confidential information memorandum (CIM) and completion of its financial analysis, they will identify any inconsistencies and irregularities that may have occurred in your business. With this information, your advisor will help you determine what you need to do to address these potential red flags or ensure you explain these issues early in the transaction process. Being upfront demonstrates your commitment to full transparency with prospective buyers and will help you avoid having any "skeletons" in your closet discovered during due diligence.
If you have questions about anything in this column, want to learn whether the time is right for your company to consider sale, are interested in finding out more about the transaction process, or are interested in discussing anything else concerning the future of your company, reach out to our team of expert healthcare M&A advisors at VERTESS. We'd love to hear from you!
J. Blake Peart, RRT, CM&AA
I have had the opportunity of an extensive and diverse career in healthcare for over twenty years. In the past ten years, I have served as CEO for multiple hospitals of Fortune 500 companies and CEO for several large Ambulatory Surgery Centers. In addition, my operations and business development knowledge has allowed me to experience the entire M&A process from start to finish focusing primarily on private equity transactions. My history as both a CEO and clinician provides a unique perspective based on years of experience and empathy when working with business owners seeking M&A advice. My expertise is in Ambulatory Surgery Centers, Physician Practices, and independent hospital businesses. I am here to support healthcare business owners who select the M&A direction as one who has walked in their shoes. I know that every transaction is unique and tailored to a seller’s need in getting the best deal and providing a positive experience throughout the entire process.
We can help you with more information on this and related topics. Contact us today!
FORT WORTH, Texas, Oct. 2, 2024 /PRNewswire/ -- VERTESS (https://vertess.com), a leading healthcare mergers and acquisitions (M&A) advisory firm, was recently named the #1 lower middle market sell-side M&A advisor on Axial's (http://axial.net) 2024 Healthcare Top 50 list. Axial is a private deal network serving professionals who own, advise, and invest in North American companies. The list features the top 50 most active and sought-after members who worked on transactions across various healthcare sectors over the past 12 months. VERTESS was recognized for the number of deals brought to market and the level of interest those deals received in the network.
VERTESS is also pleased to welcome senior healthcare executive Christine M. Bartel to the team as a Managing Director. Christine has nearly 30 years of healthcare experience and has held impressive administration and executive leadership positions in which she was responsible for clinical compliance, care coordination, and operational efficiencies, including financial integrity and growth strategies.
Previously, Christine started Hope at Home, Inc. and Aspire Home Care, a private duty agency and skilled home care agency, respectively, in Colorado. Serving as the CEO, she supervised a staff of approximately 350 caregivers, established two branch locations in Colorado Springs and Fort Collins, and ultimately sold the companies to a private equity firm in 2008. Post transaction, she launched an independent consulting practice that acquired underperforming health care entities, delivered strategic guidance and an array of management services to diverse healthcare organizations, facilitated with interim/long-term senior leadership operational turnarounds, joint ventures, facility expansion, service line development, and mergers and acquisitions. She has coached health system executives, physician groups, assisted living facilities, skilled nursing facilities, insurance companies, and post-acute organizations. Christine was also the Executive Producer and Host of the popular CBS News (KCNC) program, "Aging Independently with Christine Bartel."
Christine earned a bachelor's degree in economics with a premedical emphasis from the University of Colorado Boulder. She also received an MBA in health care administration from George Washington University in Washington, D.C. In 2012, she received her Certification as a Senior Advisor (CSA). She was the recipient of the women-related Corporate Social Responsibility/Bronze Stevie Award in 2018, was featured on the Inc. 5000 list of the fastest-growing private companies in America (ranking 1908 out of 5000) in 2018, and was honored as the Female Executive of the Year/Gold Stevie Award Winner in 2017.
"After years of directly providing healthcare supports, I believe my skills and experience offer a critical advantage to other healthcare leaders considering their next steps. I am keenly aware of the daily struggles owners have to maintain high-quality care while also managing the daily operational demands," Christine noted. "The opportunity to work with VERTESS was an easy decision. We are aligned in our commitment to helping people achieve success."
Vaughne Glennie, Managing Partner of VERTESS, commented, "Christine's passion for her work is admirable. After building two successful healthcare companies on her own, she never wavered from her commitment to the individual. She believes that with proper knowledge, educational outreach, and resources, anything is possible. Her clients have a formidable ally with her guiding a transaction process."
For more information, please contact Vaughne Glennie at 384185@email4pr.com or +1.520.395.0244.
Volume 11, Issue 18, September 24, 2024
By: David Purinton, MBA, CM&AA
There's the expression, "You never get a second chance to make a first impression." For many healthcare business owners thinking about selling their company, the first impression they may personally make on prospective buyers will come from a confidential information memorandum (CIM). If that CIM doesn't represent the business in a professional, positive, and transparent manner, the owner may not get a chance to receive a fair offer.
What exactly is a CIM? It's the confidential document used to market a healthcare business to potential buyers. It may go by other names, including a pitch deck, investor deck, the "book," or confidential information presentation (CIP). The marketing document is typically called a CIM when used in the sale of a mature healthcare businesses and a pitch deck for healthcare startups.
While the name is interchangeable, the content is not. A CIM is the initial source of data and information a buyer uses to evaluate the candidacy of an investment target relative to its investment thesis. Broadly speaking, the CIM explains what the business does and the type of transaction the owners are seeking.
Most business owners do not create a CIM until they are prepared to actively market their business for a sale. However, if an unsolicited buyer takes interest in your company, immediate signals are sent if you do not have a CIM, let alone one that's current: You're unprepared for a sale, and the buyer is in a good position to negotiate a value deal. At least those are the signals potential buyers receive, regardless of whether they're true. Simply responding to interested buyers with an annually updated CIM signals a posture toward prospective buyers that you are not interested in a low-ball offer.
On the other hand, if you intend to execute a coordinated, professional healthcare M&A process to sell your business, a CIM is required. You will be marketing your business to dozens — if not hundreds — of potential buyers, many of whom analyze numerous potential acquisitions each week. Without the data about your healthcare business consolidated in a professional manner, buyers are much less likely to invest the time into understanding your company's raw information. Note: Marketing your healthcare company is essential to finding the right buyer and securing a fair price for your business, which I previously discussed in this column.
Moreover, organizing and presenting the data allows you to structure the narrative in ways that emphasize your company's strengths while providing explanation on any potential weaknesses. You can tell your story to potential buyers in ways that benefit you as opposed to allowing a buyer to "discover" the hair — the operational, legal, financial, or other aspects of the business that have had errors, inefficiencies, or other liabilities — and speculating on any other skeletons that could be in your closet.
This column takes a closer look at the importance and development of a CIM is written for two audiences: 1) sellers who are hiring a professional healthcare M&A advisor, like VERTESS, to help them proceed with a sale and develop a supporting CIM or to double check that their current advisor included the relevant, key points in the CIM and 2) owners who endeavor to manage the sale of their business without a professional M&A advisor (not advisable) and therefore need tips and best practices to create an impactful CIM.
Confidential Information Memorandum Best Practices
Let's take a look at a few general CIM best practices before we discuss key components of a well-rounded CIM.
First, do not use a Word or similar document to create your CIM. Nobody wants to open up a CIM and be greeted by a wall of text — even a wall that has an occasional chart or image dropped in. Buyers review hundreds of CIMs, so the last thing you want to do is have a CIM that makes a negative first impression (remember what I said in the first paragraph). Make your CIM simple, nice to look at, and easy to review and digest. Include graphics, charts, and pictures, and present them in an attractive layout. This is best achieved using software like Microsoft PowerPoint.
Second, don't exaggerate or attempt to mislead a reader. An investor competent enough to buy your company is also competent enough to eventually learn the truth about your company. Be as honest as possible in the CIM. That's what buyers are expecting.
Third, and this goes back to the purpose of the CIM: Keep it concise. This means around 40 pages, although fewer is fine if that's what's required to effectively tell your story. If you feel compelled to create a CIM that's longer than 40 pages, you should feel that those "extra" pages are absolutely essential to better positioning your company in a competitive landscape.
After sending a CIM to potential buyers, you will find many will respond with additional questions deriving from their specific investment thesis. You can't try to get ahead of every question as questions change between differing theses. An industry specialist can help you create a CIM with specific data points that all investors in your vertical will want to understand. Investors will begin analyzing the data, using it in their own models; ask questions relating to their own thesis; and, if they feel like there could be an interesting opportunity, they will set up a "coffee meeting." This meeting gets final questions out of the way. When using a healthcare M&A advisor, the coffee meeting isn't something you should need to do as the seller.
From here, a potential buyer should have the preponderance of data needed to meet with you, the seller; identify chemistry and synergy; dig deeper into the data; visit your operations (if applicable); and eventually, if all goes well, submit a letter of intent (LOI).
What To Include in Your Healthcare Confidential Information Memorandum
Below we identify some of the core components of a good CIM. There may be reasons to exclude, modify, or expand on this list. Each business is different, and your M&A advisor should know what is most important to include in your CIM, assuming your advisor is a specialist in your healthcare industry.
Company overview
The first page of the CIM with meaningful content — usually the overview — gets a fair amount of attention and then most buyers will scroll to the financial section found later in the CIM. If buyers like both pages, they'll go back and read the rest of the document.
In your business overview, summarize the offering in a way any reader (potential buyer) can understand. Define your audience, which is often demographics of end users, the business types you sell to, and/or possibly a job function (i.e., your customers). Show how you solve a problem(s) and explain it in a way that's easy to follow.
The final element to include in your overview is your "secret sauce" — your unique approach to solving the problem with your target audience.
Some quick tips for writing the overview:
Avoid using adjectives like "first," "only," "huge," or "best," which are words that signal inexperience and possibly exaggeration.
Take time to properly define your target audience.
Eliminate buzzwords or jargon.
Keep it concise.
Include the ownership structure, reason(s) for the sale, and details on the desired deal structure, if known.
Company history
When you reflect on the history of your business, you'll probably think about the experience of opening the company, your first customer, the first time you hired and fired someone, your first insurance reimbursement check, a customer experience that went wrong, or a major accolade. Investors want to know about the background of your company, but they are really looking to understand your history through the lens of growth. Help buyers visualize the way your footprint expanded, customers grew, patients diversified, contracts were secured, and staff increased. Include the challenges and risk factors you faced along the way and how you overcame or navigated them.
Remember: A buyer is acquiring your business so they don't need to face all the challenges you encountered and overcame. If they wanted to face those challenges, they would start their own company. Let buyers know how much work it took to grow the company to its current state, even if those growth pains are in your distant memory.
After reading the history, potential buyers should come away with two sentiments: 1) I'm glad I don't have to go through all that effort, and 2) The skill, effort, and luck involved to advance the business to its current state are difficult to reproduce, so it's less risky to buy than build.
Team
Include an organization ("org") chart and explain why your team is qualified to execute your operations better than competitors. Work history, networks, and skills are key points to highlight, as is your history together as a team. This may include how you knew each other before working together.
Resume highlights or short bios are expected. Limit these to your leadership team. While the organization chart may show all the positions (ideally grouped by division or function), investors are most interested in and likely looking to acquire your management team. They want to know the management team that they're acquiring is worth their investment.
Healthcare market
In many healthcare verticals, the market is known or assumed, but potential buyers want to know how big the opportunity is associated with your company. Yes, they may plan to expand your business, but the core market is a starting point, and they want to know that you know it.
Beyond providing a market overview, also provide a clear picture of your audience. What is your market size? Who are they, and how many are in your market? How do you reach/communicate with your audience? What are your referral sources? What is your market position?
When putting together this market analysis, you may decide to share the "total addressable market" (TAM), which includes every potential member of your audience seeking services or products from your business, or you may decide to refine it to your "total serviceable market" (TSM), which are the customers you are able to reach.
Business model
How do you make money? Who pays you, how much, when, and from where? I've seen sellers drop the business model canvas into a pitch, but that may signal inexperience. You should be able to synthesize your business model into a succinct, visual, and possibly creative way where everyone can understand the model.
For example, with substance use disorder (SUD) providers, I model the American Society of Addiction Medicine (ASAM) continuum in a visual, then overlay the company's position in the continuum and add relevant data. See an example below. It's a simple visual to depict a client's business model, and even an investor not experienced in the space will understand exactly what the client does, how they're paid, how patients move around the continuum, and some outcome measurements.
Competition
Not all CIMs include information on competition, but I personally like to discuss it. In the SUD/mental health spaces, it's helpful to see the density of providers in a geography since that helps buyers understand in-network reimbursement rates better.
When providing a competitive analysis in the CIM, you do not need to know and/or identify every competitor, but you should have command over the competitors in proximity to your operations. Communicate how they're trying to address the problems you're working to solve and how your solution is similar or different — or whether any difference matters.
If you have a competitive advantage, share it. If your service is similar to your competitors, leave this section out. It may be unnecessary and spur questions you don't want to answer.
Business growth
Buyers deploy capital to generate a return on their investment. How might they generate a higher return on capital with your asset versus another? While you might not receive the "credit" in valuation for future revenues associated with growth (the buyer will need to do the work to achieve that growth, so they're not going to pay for it ahead of time and be accountable to execute it), you'll see increased interest from potential buyers if you can show demonstratable pathways to that growth.
Case studies that highlight a recent initiative and discuss how that initiative and its success can be reproduced is one effective way to demonstrate growth opportunities. In SUD, this may be a new level of care in an existing geography or starting an intensive outpatient program (IOP) to see if there's demand in a new geography before launching a residential treatment center (RTC). In mental health, a case study might speak to marketing to new populations, telehealth, psychedelics, or transcranial magnetic stimulation (TMS). Including data points that give a clear picture of the path toward growth can effectively demonstrate growth potential.
There are areas of low-hanging fruit for growth in most businesses. Even if they seem obvious, explain them. There are also growth initiatives you may have considered but chose not to pursue due to the effort, capital requirements, lack of manpower, lack of expertise, or simply because you were approaching a sale. Put numbers and timelines to these initiatives and offer the buyer a blueprint to a higher return on capital.
You're the expert. Help show it in the CIM. Buyers want to know what you might do to grow first before considering their own plans.
Financial overview
Historical and projected financials are key elements to a CIM. Explain volatility, and defend the proforma. Potential buyers will scrutinize any years where revenue and expense variance were substantial, so it helps to set the narrative for those likely questions in the CIM.
It's best that proformas provide a realistic outlook for the current scope and scale of the business if it is mature or a defensible and conservative outlook for growth initiatives for a newer business or startup. Sellers tend to have a bright outlook for future performance, but buyers know that storms can quickly appear in even the bluest of skies. In other words, your proforma should point "up and to the right" (it would be uncommon for an owner to believe plans will result in declining revenues) but avoid signaling inexperience by including assumptions that paint an unrealistic or overly optimistic growth trajectory.
Make sure the data you've peppered throughout your CIM clearly ties to and is reflected accurately in the proforma. We call this "tick and tie," where advisory teams put a "tick" mark next to every data point in a CIM and "tie" them out to all the other data to ensure everything checks out. If you don't tick and tie your CIM, there's a good chance a buyer will — and if they do, expect them to catch any errors, which will damage your credibility.
Metrics
Not all businesses operate off metrics, which is a travesty. If you have metrics, the key is to compare yours to industry norms. Common metrics in healthcare businesses include prior authorization versus claims collected, census, inventory turnover, and rounding, so you should be able to identify the benchmarks (a healthcare M&A advisor will help with this as well). If you have substantial variance from any benchmarks, you must address the reason(s) why. It's better to have an upfront explanation than to let buyers discover these variances and develop their own narrative for why your business is underperforming.
Creating An Optimal Healthcare Confidential Information Memorandum
Developing an informative and effective healthcare CIM takes time, expertise, comfort with software, and other skills. An experienced M&A advisor will have these skills or a team supporting them with such talents. An advisor will know how to present your company's most important data and what data to omit. An advisor will also know how to pepper the CIM with data points allowing buyside analysts to prepare their own models so they can analyze your business operating in their portfolio or model.
Completing a CIM is possible without an expert M&A advisor but doing so is not without risks. For most business owners, the work required to create a proper CIM is usually difficult to effectively execute while operating and leading the company and do so in a way that creates a limited auction for the company.
Since the CIM is essentially the first true experience, interaction, and impression a potential buyer will have with you and your company, it's likely in your best interests to hire a healthcare M&A advisor and task them with taking the lead on drafting the CIM. This will better help ensure the final document communicates what buyers want to see, positions your business correctly under current market conditions and buyer interests, and gives qualified buyers a starting point for the "coffee meetings."
David Purinton, MBA, CM&AA
After working in M+A advisory and corporate financial consulting, I was fortunate to co-found Spero Recovery, a provider of drug and alcohol recovery services with over 100 beds in its continuum of residential, outpatient, and sober living care. As its CFO I led the company to significant revenue and margin growth while ensuring it adhered to the strictest principles of integrity and client care. After selling Spero I remained in leadership with the buyer as its CFO and quickly realized accretion and integration. Of the myriad lessons not learned while earning my MBA with Distinction in Finance from a Tier 1 university, the most profound was the importance of investing in my staff and clients. I learned that the numbers on a spreadsheet represent humans, families, and dreams, which was a radically different paradigm from investment banking.
At VERTESS I am a Managing Director providing M+A and consulting services to the Behavioral Health, Substance Use Disorder treatment, and other verticals, where I bring a foundation of financial expertise with the value-add of humanness and care for the business owners I am honored to represent.
We can help you with more information on this and related topics. Contact us today!
Many small healthcare business owners struggle when they achieve a certain size or revenue stream. While these owners may see an opportunity to scale, there are challenges: They still have the "mom-and-pop" ideology (i.e., small company mentality) and their organization is not ready or capable of scaling up.
This can be a frustrating experience for an owner. They feel their company can do so much more business, yet they lack the capital, know-how, technology, and/or experience to transform their healthcare organization from a small business (e.g., $20 million in revenue) business to a much larger business (e.g., $100 million in revenue).
Such a situation is risky for a healthcare business owner. If the owner attempts but struggles to grow the revenue and/or EBITDA of the company, this could greatly devalue the business in just a few years. But that doesn't mean owners should abandon their vision for growth. Rather, they may want to explore a sale or recapitalization.
By pursuing one of these options, owners can accomplish a few worthwhile goals. They can get a nice, first "bite of the apple" for their business. They reduce their financial risk by no longer having so much of their finances in one basket. If they stay involved with the company as either a CEO or board member, they can work with a financial or strategic buyer with the experience and resources to scale and accelerate growth. This collaboration can make achieving growth goals possible and do so in much less time than if the owner attempted to achieve such growth on their own. If growth is successful, the owner and existing (or new) management team would be able to get a second — and likely much bigger — bite of the apple and then cash out with the right rollover or stock incentives.
7 Steps to Achieving an Ideal Healthcare Transaction
If proceeding with a sale or recapitalization sounds like a good plan for your business, follow these seven steps to help find the right buyer and partner who can help you take your healthcare company to a much higher level.
1. Set your healthcare transaction goals
Take time to determine the goals for the transaction you're considering. Make goals lofty but achievable. To accomplish the latter, put together a supporting team that will provide the backing and expertise you need to develop an optimal plan for moving forward. This team should be comprised of key internal executive leaders, such as the chief operations officer and chief financial officer, and key external professionals, such as a healthcare M&A advisor (like one from VERTESS), attorney, and accountant.
2. Outline your ideal situation as the owner/leader
How much of your company are you willing to sell to acquire the resources needed to achieve your growth plan? In what capacity do you want to remain with the organization following a transaction? Answering these and related questions concerning what you envision as your company's post-transaction situation and your level of continued involvement is important to ensuring an optimal outcome when your company goes to market.
3. Assess your organization's personnel
Start with your immediate leadership team and cascade down. Ask yourself questions like: Do they have the drive, capability, and experience to take on this journey? Can you envision them as part of a company you hope will be a few or even several times larger in just a few years? If you cannot answer these questions with a confident "yes," you may need to consider changes to your personnel — which brings us to the next step…
4. "Topgrade" your leadership team
Before you proceed with bringing on a financial partner, you will want to consider topgrading your leadership team. Topgrade means two things: It can be a nice way of saying upgrade your team by replacing existing leaders with better qualified leaders, and it can mean improving your current team though training.
Why is topgrading important when contemplating a sale or recapitalization? This is not the time to hope you have the right people or look past shortcomings that make these individuals less effective in their roles. Be prepared to replace leaders or find them new roles that will be better fits in support of the overall growth plan, or at least consider whether training can strengthen your existing leadership team.
If you have a solid leadership team, it's still worth taking the time to identify knowledge gaps and then invest in training and executive coaching. A financial buyer will see much higher value in an organization that comes to the table with an all-star leadership team already in place and ready to put in the work that can help achieve growth goals.
5. Test the transaction waters
Even when owners are not necessarily looking to sell, they should always be putting feelers out to gauge buyer interest in their company. This way, they won't miss key opportunities to bring in a partner, sell, or recapitalize.
If you're serious about testing the waters, this is a great time to speak to a healthcare M&A advisor and receive a valuation on your organization. A good advisor will coach you on whether it is the right time to sell and provide advice on what you should do to better prepare for a successful sale. An advisor can share competitive insights (e.g., previous competitive sales and multiples) and paint a picture of what buyers are currently looking for — and, just as important, not looking for.
If you decide to sell, an advisor can be invaluable in creating that competitive environment that attracts buyers and drives up your sale price. In addition, an advisor will aid in all the transaction negotiations and help ensure the appropriate stock options and rollover equity are included in the deal. Learn more reasons why you should work with a healthcare M&A advisor in this column by fellow VERTESS team member, Bradley Smith.
6. Identify your ideal partner
If you feel it's time to grab that first bite of the apple and your organization is ready to scale with the right plan and the right team, think long and hard about what the ideal buyer looks like. Is it a financial partner? Do you want a strategic buyer who will make your company part of a larger competitor's organization? VERTESS's Alan Hymowitz recently discussed the three predominant healthcare buyer types and the challenges associated with completing transactions with these buyers in this column.
In most scenarios where owners want to stay on with their company and cash out even bigger in a few years, the financial buyer tends to be the clearer path forward. This is not to say a strategic partnership cannot work. In some cases, it's the right decision. However, when you are looking to drive the organization beyond your current capabilities, someone who is going to invest quickly into the company and target its key needs for growth tends to be the right partner.
This is also an area where a healthcare M&A advisor can prove very helpful. Most advisors, especially ones specializing in your line of business, have extensive resources and "rolodexes" of potential buyers and can quickly help you cast the right, wide net to initiate discussions with high-quality, potential buyers.
7. Fish or cut bait
After going through the processes discussed thus far, which should help you gain a better understanding of your company, its leadership, and your potential paths forward for sale or other type of transaction, it's time to make a decision. As the owner, you will want to do what is right for you and the future of your company, including your team and its customers. If you decide to proceed with pursuing a transaction, the work you have put in should help ensure a more successful outcome. If you feel it's best to wait a year so you can better get your house in order, you will be in an even stronger position when the time is right to proceed.
Understanding Your Healthcare Transaction Options
Selling your "baby" can be emotional but exciting as well. Following the steps above and better understanding your healthcare transaction options will put you in a much stronger position regardless of whether and when you sell.
If you have questions about pursuing a sale or recapitalization, reach out to our team of expert healthcare M&A advisors at VERTESS. We'd love to learn about your business and talk about how we can work together to achieve the best path forward for you and your company.
Gene Quigley
For over 20 years I have served as a commercial growth executive in several PE-backed and public healthcare companies such as Schering-Plough, Bayer, CCS Medical, Byram Healthcare, Numotion, and most recently as the Chief Revenue Officer at Home Care Delivered. As an operator, I have dedicated my career to driving value creation through exponential revenue and profit growth, while also building cultures that empower people to thrive in competitive environments. My passion for creating deals has helped many companies’ platform and scale with highly successful Mergers and Acquisitions.
At VERTESS, I am a Managing Director with extensive expertise in HME/DME, Diagnostics, and Medical Devices within the US and international marketplace, where I bring hands on experience and knowledge for the business owners I am privileged to represent.
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