Every business is different. We tailor our process to meet the objectives of our clients and their businesses success.
Businesses are like fingerprints. While they may appear similar on the surface, even a casual analysis will reveal dramatic differences. Mertz Taggart refuses to take a factory approach to how we represent our clients. We hand-craft each process based on our proven model, making sure to take into account the unique facets of your business, and your unique objectives.
We endeavor to create the perfect combination of leadership and process that will lead to multiple ideal buyers. By maximizing competition resulting from a highly coordinated and synchronized campaign, we ensure a successful closing. Our process is conducted with the utmost confidentiality and minimal disruption to your day-to-day operations.
Ultimately, our success is measured by our results – and your satisfaction. With nearly 75 years of combined healthcare and M&A experience, the professionals of Mertz Taggart have successfully represented over 100 satisfied healthcare business owners.
Our 5 Steps to Success:
The Mertz Taggart process follows five basic steps:
Planning, Documentation, Marketing, Due Diligence, and Closing.
The details of each transaction are, of course, different. The process is flexible and can be tailored
to match the specific needs of each client.
Preparing for the Sale
Evaluating the Business
Weighing Selling Options
Committing to the Process
Create CIM, Creating a Teaser, Constructing the Data Room
Developing Target List, Initial Buyer Outreach, Distribution, Indications of Interest, Select Finalists for Management Meetings, Soliciting Final Bids
Coordinating Final Due Diligence, Quality of Earnings, Finalizing the Purchase Agreement
Addressing Any Issues, Assemble Final Documents, Execute Final Purchase Agreement, Complete Closing Conditions, Funds Transfer
Contact Mertz Taggart and start a conversation! >
Before attempting to sell your business, we invest time to prepare it for presentation to potential buyers.
Preparing for the Sale
Much as one would stage a home for sale, we assist sellers in cleaning up financial data, gathering the right information for an industry buyers review, and ideally, going to market when sales are trending up.
Evaluating the Business
What is driving your desire for a transaction? Is there a value threshold that needs to be met? What qualities do you want in a buyer or financial partner? Is it better to sell now or hold and grow the company? The more we know about you and your company, the better we can position your company to potential buyers and/or investors…when the time is right for you.
Weighing Selling Options
When we take your company to market, we will not include an asking price. In order to ensure that your expectations are set appropriately, Mertz Taggart will render an opinion of value from the very beginning of the process. We will also provide you with general industry trends affecting your business so that you can make the most informed decision on whether or not to go forward with a potential sale of all or part of your business.
Committing to the Process
In order to maximize value, it does takes time to maximize value! The typical process takes about 5 months from start to finish and you need to be mentally committed to the process and running your business. We’ll shield you from much of the heavy lifting, but it will still require some time from you, especially at the later stages.
The Confidential Information Memorandum (also known as “The CIM” or “The Book”) is only distributed to potential buyers that have been screened by Mertz Taggart, and who have signed a binding confidentiality agreement. In the CIM, we tell the company’s story: it’s history, organization, services offered, value differentiators, financial reporting. We include other information that helps a buyer better understand your company and its potential value to them. We will work with your team to create financial projections in order to accurately put your company’s best foot forward.
Creating a Teaser
How do you market a company to potentially thousands of buyers and still keep the sale confidential? We first create and present what is called a “teaser”, which generically describes your company and its highlights. We give the buyers just enough information to get them interested, but not enough to disclose your identity.
Constructing the Data Room
Mertz Taggart uses a secure virtual data room to share information with buyers. This gives us the ability to control and monitor access to the company information and report on who reviews it and when.
Developing Target List
Based on our clients objectives, Mertz Taggart will compile a potential list of buyers and/or investors for your approval. We generally work with two types of buyers and investors – strategic and financial.
Strategic buyers seek companies to integrate into their existing operations, targeting businesses that will enhance their presence in different geographic or demographic markets, add to or enhance their product or service portfolio, expand their market share and/or diversify risk. Strategic buyers include both industry buyers (buyers that operate in the same industry, but perhaps in different geographies) and non-industry buyers (buyers that will often share the same geographic footprint, but offer different services up or down the care continuum).
Financial buyers are usually private equity investors or the like (family office, search funds, etc.). Their primary interest is return on invested capital, which they share with their equity investors. They will usually invest in a platform company with the intent to grow, both organically and through acquisition. Holding periods for financial buyers can range from 3-7 years to indefinite.
Initial Buyer Outreach
After we have developed our target buyer/investor universe, we will send out the confidential “teaser” to each prospect, beginning a process of simultaneous selection and deselection of suitors. Business buyers may look at hundreds or thousands of opportunities a year, so this one-page overview document must effectively highlight your company’s strengths and create sufficient interest for a buyer or investor to sign a confidentiality agreement. We are careful not to include details that will disclose which company we are representing.
Interested, qualified buyers will then execute a binding confidentiality agreement, developed by Mertz Taggart. Upon execution, they will receive an electronic copy of the “CIM.” Each page to of the CIM will have the receipient’s email address water-marked on the page to mitigate re-distribution and preserve confidentiality.
Indications of Interest (IOI)
Within the CIM there will be a process letter outlining the timing of the overall process, including the IOI due date. The IOI is the buyer’s first written offer for your company. The intent of this stage is to gauge each buyer’s interest for the purpose of narrowing the buyer pool down from many to a select few. This weeding out process takes into account not only the buyer’s proposed price and terms, but also less tangible factors such as their fit as a partner or successor for your business, their industry knowledge, and their likelihood of closing.
Select Finalists for Management Meetings
After receiving IOI’s from the buyer universe, we will select the top bidders for management meetings. We limit the management meetings to a reasonable number (typically 4-8 parties). The first meeting presents an opportunity for our clients to “breathe some life” into the presentation of the business, discuss growth opportunities, and answer questions. It is also an opportunity for a prospective buyer to sell themselves as the right partner. It really is a two-way interview. Establishing trust at this stage is paramount.
Soliciting Final Bids
A process letter is sent to each finalist either after the management meetings or as part of the invitation to attend the management meeting. This important document serves multiple purposes: It invites buyers to submit an offer in the form of a letter of intent (LOI); it keeps those potential suitors in sync; it reminds them again of the competitive nature of the opportunity; it clearly spells out the terms that should be addressed in the letter of intent. The letter of intent is a mostly non-binding document, with two key binding elements – exclusivity and confidentiality.
The buyer or investor will likely require exclusivity. This will require the seller to take the company off the market for a period of time, while due diligence is conducted and a definitive purchase agreement is negotiated and drafted. This exclusivity requirement hinges on the trust that the buyer/investor is sincere and capable, and that the elements of a sale that are important to the seller are addressed in the LOI.
The intent of due diligence is twofold: to confirm the validity of the information that has been shared thus far via the CIM, and to ensure there are no significant potential liabilities.
Coordinating Final Due Diligence
The seller will be given a checklist of items that will need to be provided. We work with our clients to help ensure both a timely and organized response. Many steps of the due diligence can be done remotely, without a site visit, which helps maintain confidentiality and minimal disruption to business operations. However, most buyers will want to go on site at some point in the diligence process. To help maintain confidentiality, most buyers are willing to either perform their on-site due diligence after hours, or under a somewhat factual guise.
Quality of Earnings (QOE)
The buyer or their lender will typically require a “Quality of Earnings.” This usually involves hiring an accounting firm to review the books and create a pro-forma financial picture of the company. This is to ensure the profitability presented in the CIM is valid. In some cases, these firms are incentivized to find opportunities to effectively reduce the reported earnings (and therefore purchase price) of the company. You will want an experienced M&A firm that can help mitigate this potential issue.
Finalizing the Purchase Agreement
At some point during diligence (and under direction of the negotiated LOI) the buyer will present the initial draft of the definitive purchase agreement. Ideally, you’ve hired legal counsel (we can offer recommendations) at the LOI stage, but it’s critical at the purchase agreement stage to have experienced M&A legal counsel.
The definitive agreement will be significantly larger than the letter of intent, with additional legal-ease around the terms agreed-upon in the letter of intent, and with clauses addressing, among other things, representations and warranties and indemnifications. We will remain actively involved in these negotiations, but the attorneys will control the legal documents as they are updated through the negotiations.
Addressing Any Issues
We always joke that every deal falls apart three times before closing. While that’s not literally true, it does highlight the many challenges that come up during the process. An experienced M&A firm will guide the buyer and seller through an honest dialogue to address any issues that arise. Since most of the work is done in advance, the closing is largely uneventful. At that point, we are simply waiting on the attorneys to finalize documents, get signatures, and have the wire sent!
Assemble Final Documents
The attorneys for both parties will handle this. Depending on the complexity of the transaction, the documents may be anywhere from fairly straightforward and simple to very complex. Some private equity transactions might have multiple agreements and add up to over a thousand pages.
Execute Final Purchase Agreement
The final agreement, once negotiated and executed, is a binding agreement. Signing of the agreements and closing may occur simultaneously, or on different dates, depending on transaction structure, closing conditions, and licensure and regulatory requirements.
Complete Closing Conditions
A closing condition is a requirement one or both parties need to complete between the signing of the purchase agreement and closing. Most common closing conditions include buyer obtaining licensure, assumption of payor contracts and lease agreements, and, in some cases, public notices.
Congratulations! Time to celebrate!
“It is hard for me to find the words to describe what it meant for me to have Cory Mertz representing the sell of my company. From the first contact with Cory, he has been amazing in assisting me with the sell of Trinity. His professionalism, dedication, caring, and vast array of knowledge was the only reason this sell was completed. I could have never survived this without the assistance of Cory Mertz. I will always recommend Mertz Taggart to any owner who is considering selling or buying a home health care agency.”
— Leola Wright, Owner, Trinity Home Care Services, Inc.
“We engaged Mertz Taggart to manage a competitive yet confidential process and they exceeded our expectations. They helped us evaluate all the offers, and select the buyer that was right for us. More importantly, they kept us focused through the due diligence to a successful closing. We couldn’t be more pleased with the outcome and would highly recommend Mertz Taggart.”
— Shaun Patience, Turning Point Centers
“Cory was my Broker in handling the sale of my Home Health & Hospice Agency. He was very knowledgable, honest and considerate in his efforts and worked very hard to get this sale for me. I was very pleased with the effort Cory put out from the beginning carrying through to the end of this transaction. I would highly recommend him.”
— Ann Sonnier, Administrator, AAA Home Health & Hospice
“I had the pleasure of working with Cory Mertz when he helped broker the sale of Women In New Recovery/WINR. Cory is an excellent negotiator, working well with the buyers and managing that relationship throughout the sale process. Due to some special circumstances, our sale process from vetting potential buyers to close had to be completed in an unusually short period of time. Cory was always pleasant to work with and was able to nudge, cajole, coerce, and lean on the buyers in a way that helped them to realize that the shortened deadline had to be met.”
— Patricia Henderson, CEO, Women in New Recovery
“I recently had the good fortune. Of working with Cory Mertz as I began the process of selling my private homecare in western Massachusetts . The knowledge and support that Cory provided to me throughout the process was exceptional and made my sale quick , stress‐ less , and profitable. I encourage anyone who needs direction as they begin this process to go directly to Mertz/Taggart.”
— Nancy Magri, Home Health Solutions
Frequently Asked Questions
We understand this can be a confusing and daunting process. Here are answers to a few of the more popular questions we hear.
How can Mertz Taggart ensure I find the ideal buyer?
Every company represented by Mertz Taggart benefits from our years of experience and the resulting network of industry connections. Our sales process is designed specifically to promote your business to the best buyers in the nation, and to encourage them to make the best offers possible. That’s before we even begin negotiations. Since we are industry-focused, we know all of the strategic acquirers and are in regular communication with them. This gives us a great head start in building our buyer list. But we don’t rest on our laurels. We perform an organic buyer search for every opportunity we take to market
How long will it take to sell my company?
Our competitive, confidential 150-day process is designed to create maximum value for our clients. The process insulates the seller from much of the heavy lifting in the beginning of the process. We do the bulk of the work until we are down to only the top bidders. Given that healthcare is often highly regulated, the ultimate close date can vary depending on state regulatory and payor consents. If a seller’s circumstances require an expedited process, however, we will adjust our process accordingly, while giving up little or no negotiating leverage.
How do you keep the process confidential? If employees, referral sources, patients or competition find out my company is for sale, it could hurt my business.
Confidentiality is paramount for every client we take to market, and requires both experience and diligence to ensure it. This goes beyond signing a confidentiality agreement. Everything we do is under a veil of confidentiality. You will not see your company described on our website in any way. We don’t believe the general public–including your competitors and referral sources–should be speculating or worrying if your business is for sale based on even a generic description on a website. We systematically perform a confidentiality risk assessment at every step in the process and provide proactive mitigation strategies. It’s the little things that make a big difference in protecting confidentiality, from email subject lines, to attorney invoices, to signing in at the front desk, to managing and coordinating due diligence.
What do I tell my employees about the sale?
With the exception of a very small and trusted inner circle of employees that need to know, our advice is generally to keep a potential sale confidential from everyone, including your employees. For many business owners, this can create angst. Some feel guilty keeping a secret. Others feel uncomfortable lying to their most loyal employees. We can help craft a number of legitimate, truthful responses to employee questions that will help you sleep at night and, at the same time, keep the sale under wraps. Only once there is a signed purchase agreement and the transaction is all but certain, should a seller announce the pending transaction in an orchestrated, coordinated effort with the buyer.
What if I change my mind about selling?
The ideal time to sell is when three things occur: 1) the seller is emotionally and financially ready for a transaction, 2) the business is growing and performing well, and 3) the M&A marketplace is strong. We say “ideal” because it’s rare that all three conditions are met perfectly. However, most business owners start to seriously consider a sale when at least some of the conditions are in place. The process of selling can be an emotional experience involving the owner’s most profound financial and professional decisions. Things change. We understand. We are a client-focused firm and will be here when the time is completely right.
How do buyers determine the value of my company?
Buyers view transaction opportunities as investments, much like other equity and debt investors look at stocks, bonds, commercial real estate, etc. They are buying into an existing income stream, with both risk and opportunity. The lower the risk of income stream erosion, along with the greatest growth opportunity generally yields the highest value or price. Every owner should look at their business with a critical eye towards risk. How concentrated is your payor mix? Is it a single payor with stroke-of-the-pen risk? How diverse is your referral base? How much of the day-to-day operations or referral base is dependent on you as the owner. With the benefit of years of industry expertise, we will review your company through the lens of a buyer, taking into account the risks and opportunities, and applying them to your normalized income stream, to provide you valuation guidance, prior to taking the company to market.
Our team members are ready to answer your questions. Call us or use the form to send us an email!
2161 McGregor Blvd.
Fort Myers, FL 33901
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