Volume 7 Issue 20, October 13, 2020 by Jeffrey S. Baird, Esq., Brown & Fortunato, P.C. Two common questions I am often asked by owners of healthcare businesses considering whether to sell their companies are: 1) If I sell my business, can I still get audited? 2) If I do get audited after selling my […]

While I would never claim to have a crystal ball, I can tell you that there are a few issues that will likely have significant effects on respiratory-focused durable medical equipment (DME) companies going into and during 2021. Here are three that stand out.

At VERTESS, we are often asked what value we can bring to sellers as they decide to sell their business. We often talk about our large contact list of buyers and our experience as a business operator/owner and seller or as a merger and acquisition (M&A) advisor.

Pre-COVID-19, a merger and acquisition (M&A) deal that followed an 80/10/10 structure was fairly common. In such in a transaction, up to 80% of a company's purchase price would be afforded to the seller as an upfront, cash proceed, at least 10% of the company's purchase price would be in the form of rollover equity, and at least 10% of the company's purchase price would be in the form of deferred proceeds (e.g., an earn-out or seller note).

For anyone running a business, it is always important to develop a succession plan. Who will take over leadership if someone moves on? How will you keep the cogs turning when you have a change in control? Yet many small- to mid-sized business owners are so mired in the details of the day-to-day operations that they don't consider such changes since they take on staff responsibilities until someone else rises to the occasion. But if you run an organization, you need to be asking yourself: Who will step in when you're ready to step away?

"Have you signed an LOI yet?" This may be one of the most important questions at the outset of a healthcare transaction. Many times, the parties believe a handshake agreement can be magically transformed into a comprehensive and binding contract without change or disagreement. Inevitably, however, the terms of the handshake agreements shift—and continue to shift—until one party surrenders. That is, unless a letter of intent, or LOI, is entered into by the parties.

The VERTESS team of mergers and acquisitions advisors have seen many successes in their careers. We've also witnessed some failures when representing healthcare owners who could not sell their businesses. For some of these owners, their window of opportunity was lost for good. Fortunately, for others, they were able to eventually complete a transaction, but often learned some difficult lessons in the process.

For sellers, there are many factors to consider when evaluating typically complex offers. Once our team gets a business out to buyers, we take competing bids and provide a side-by-side analysis to sellers to help simplify how offers compare with one another. Our job as mergers and acquisitions (M+A) specialists is to explain these in their entirety. Owner financing, carried interest, and indemnification caps all present (possible) future opportunities and/or problems. When these side-by-side comparisons are completed, there is almost always a clear monetary winner. But is it all about the money?

The healthcare industry is continually in flux. Business owners and operators of urgent care centers (UCCs) are constantly experiencing changing regulatory guidelines and suppressing reimbursement from payors. These unpreventable changes and a demanding environment may lead owners to seek monetization of their assets. For those UCC owners considering selling, there's good news: The marketplace is currently hungry for your companies and buyers are eagerly gobbling up well-performing UCCs.

We're in that time of the year when business owners see their year-end financials and begin to make decisions for the upcoming year(s). Oftentimes, the succession planning you had in mind when you started the company, such as passing the torch to a family member, doesn't look as promising as you had hoped (if you even planned that far ahead). If succession planning isn't an option for you, there's one that almost certainly is: selling your company.

Seven out of 10 mergers and acquisitions fail. Why would you consider selling your business with these statistics. We'll highlight nine causes for failed mergers and how to address these shortcomings.

Financial buyers, particularly private equity groups (PEGs), are currently in heated battles with strategic buyers for quality durable medical equipment (DME) deals. Well-run, well-managed DME companies are at the forefront of such intense competitions as they seek all-time-high valuations from financial and strategic pursuers alike.