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?

How is the COVID-19 pandemic going to affect healthcare businesses in the short and long term? We asked leaders from several companies to share their responses to this question, which are below. Following these responses, David Coit of VERTESS shares his thoughts about how the health crisis is affecting healthcare business valuation.

"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.

Much has been said about the social and business opportunities buried within the COVID-19 crisis. Who hasn't been on a video conference when someone tried to invoke Sir Winston Churchill's quote: "Never let a good crisis go to waste."

In the middle of May, I had the opportunity to participate in a conference call with leaders in the field of providing support services to individuals affected by intellectual and/or developmental disabilities (IDD) during which we discussed the impact of COVID-19 on our services. This group consisted of direct service providers, area agency/managed care providers, and those who help with consulting and/or planning services. Representatives shared their current perspective of COVID-19 and how their services were affected, how they are planning for the "next phase" of communities opening back up, and the possibility of another lockdown.

While home medical equipment (HME) providers are well-recognized for adapting to change, especially as insurance companies shift requirements and the healthcare industry matures, what happened with COVID-19 blindsided everyone. Planning and projections went out the window. Now, we're trying to settle into a "new normal" that keeps changing.

By mid-to-late March, we all felt the immediate effects of the "lockdown" of our communities. Some healthcare businesses stopped services entirely while others saw a large dip in those offered. Organizations with a diversified payor source probably fared better than single-source providers, everyone felt the effects. At VERTESS, we had some deals stop, some slowed or paused, and others moved along. Progress — or lack thereof — all depended on the confidence of the buyer and ability of the seller to adjust.

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 time has come when we are all being forced to embrace technology, whether we like it or not. Before the coronavirus pandemic, some businesses implemented extensive information technology (IT) solutions to support their operations while others resisted. In these unprecedented times, we will need to not only embrace technology, but rely on it.