A Competitive M&A Process
Built to Deliver Our Clients
Top-of-Market Outcomes
Selling a healthcare business requires careful preparation, strict confidentiality, skilled negotiation, and steady execution through closing. Mertz Taggart represents healthcare business owners throughout the sell-side process by bringing the right buyers forward, negotiating from strength, and driving the transaction to close while you continue running the business.
⎯ THE PROCESS
How does the healthcare
M&A process work?
A typical sell-side healthcare M&A process runs six to nine months from engagement to closing, though timing varies. Our guide walks through what happens at each stage, what buyers look for, and what is expected of you along the way.
⎯ BEFORE YOU DECIDE TO SELL
You Don’t Need to
Be Ready to Go to
Market to Talk With Us
Many healthcare business owners begin the conversation months or years before they ultimately sell. Some want to understand what their business may be worth. Others want to know what buyers will scrutinize or what they should improve before considering a transaction.
An initial conversation with Mertz Taggart is confidential and without obligation. We will discuss your business, your priorities, the market, and whether it makes sense to act now, prepare for later, or continue operating as you are.
You will not be pushed toward a sale that does not fit your goals or timing.
⎯ THE FIVE PHASES
Every transaction is tailored to our clients' objectives, the business, and the market — and the phases may overlap.
1.
Pre-Planning
Define your objectives and assess readiness.
2-4 weeks
2.
Planning and
Documentation
Prepare the business and build the
market strategy.
3-6 weeks
3.
Marketing and Negotiation
Create competition
and negotiate
from strength.
6-10 weeks
4.
Due Diligence
and Definitive Agreements
Protect the deal
after the LOI.
8-12 weeks
5.
Closing and Post-Closing Obligations
Drive the
transaction
to closing
varies
PHASE
1
Define the Right Path
Before Going to Market
⎯ TYPICAL TIMING: 2-4 WEEKS
The right transaction begins with a clear understanding of what you want to accomplish. Price matters, but so do timing, deal structure, your future role, the continuity of your team, and what happens to the organization after closing.
Understand Your Objectives
We begin by understanding:
-
Why you are considering a transaction
-
Your preferred timing
-
Your financial objectives
-
Your post-closing involvement
-
Your priorities for employees, patients, clients, and referral partners
-
Your preferences regarding buyer type and organizational fit
-
The conditions that would make you willing to move forward or walk away
These objectives become the foundation for the strategy and the criteria used to evaluate success.
Assess Readiness and Market Position
We evaluate the business through the eyes of the market — financial performance, operations, growth trajectory, payer mix, workforce, referral relationships, regulatory profile, leadership structure, and other factors buyers are likely to examine. We also consider current buyer appetite and transaction activity within your specific healthcare sector.
Identify Potential Issues Early
Problems are easier to address before buyers discover them. We identify risks, missing information, financial questions, operational dependencies, or other issues that could affect value, delay diligence, or create an opening for a buyer to renegotiate later.
When action is needed, we help establish a plan for addressing the issue before the business goes to market.
WHAT YOU GAIN FROM PHASE 1
A clear understanding of your goals, your readiness, the market opportunity, and the work required to move forward with confidence.
I always felt supported and prioritized. … They are responsive, patient, thoughtful, thorough and experts in their domain. I would highly recommend Mertz Taggart if you are considering a sale.
MENTAL HEALTH
Josh Rosenthal
Founder & CEO, Manhattan Psychology Group
PHASE
2
Build the Market Strategy and Prepare the Business
⎯ TYPICAL TIMING: 3-6 WEEKS
Once you decide to move forward, we prepare the materials, buyer strategy, and supporting information needed to present the business credibly and withstand buyer scrutiny.
Strong preparation does more than make the process more efficient. It helps buyers understand the opportunity, supports competitive interest, builds trust and reduces the risk of surprises later.
Develop the Go-to-Market Strategy
We create a strategy based on your objectives, the business, and the current buyer landscape. This includes:
-
Positioning the company’s strengths and growth opportunity
-
Identifying and addressing the issues buyers are likely to evaluate
-
Defining the right mix of strategic and financial buyers
-
Establishing the outreach sequence and transaction timeline
-
Determining how interest and offers will be evaluated
-
Setting clear expectations for communication, access, and confidentiality
Curate the Buyer Universe
Not every buyer should have access to your business.
Mertz Taggart identifies and evaluates potential strategic acquirers, private equity firms, existing healthcare platforms, and other qualified parties that may have a credible reason to pursue the opportunity.
The buyer list is reviewed with you before outreach begins. You remain informed and involved in deciding who enters the process.
Prepare the Offering Materials
We develop the confidential materials needed to communicate the opportunity, which may include:
-
A blind teaser that does not disclose the company’s identity
-
A confidential offering memorandum
-
Historical and projected financial information
-
A detailed databook
-
Operational, clinical, market, and organizational information
-
A dynamic FAQ
-
A secure, organized virtual data room
The objective is to provide buyers with the information they need to evaluate the opportunity while controlling when and how sensitive information is disclosed.
Maintain Strict Confidentiality
Initial outreach uses a blind teaser. A buyer must sign a confidentiality agreement before learning the company’s identity or receiving detailed information.
Access is controlled throughout the process.
Information is shared with the right buyers at the right time.
WHAT YOU GAIN FROM PHASE 2
A credible market story, a carefully selected buyer universe, and organized information designed to support interest while protecting confidentiality.
PHASE
3
Create Competition and Negotiate From Strength
⎯ TYPICAL TIMING: 6-10 WEEKS
This is where preparation is converted into market leverage.
Simply receiving interest from a buyer is not the same as creating competition. Competition changes buyer behavior by requiring qualified acquirers to evaluate the same business, against the same timeline, with knowledge that there is competition for the opportunity.
Bring the Right Buyers Forward
Mertz Taggart conducts confidential outreach to the approved buyer universe, manages questions, monitors engagement, and distinguishes serious acquirers from parties that are unlikely to be competitive.
We work to establish a qualified buyer audience without creating unnecessary exposure or disrupting the business.
Solicit and Evaluate Indications of Interest
We ask interested buyers to submit a written indication of interest, or IOI, by a stated deadline. An IOI is preliminary and non-binding: a valuation range, proposed structure, funding, and key assumptions.
We help you compare the IOIs and understand what each one actually says. A high headline number may carry more contingencies, less cash at closing, or more execution risk than a lower but cleaner indication.
Coordinate Management Discussions
Short-listed buyers are invited to management discussions. These meetings allow buyers to better understand the business and give you the opportunity to evaluate the people, plans, and organizations behind the numbers.
Mertz Taggart prepares you for the meetings, attends the discussions, manages follow-up, and helps interpret what each buyer’s questions and behavior may signal.
Negotiate the Letters of Intent
We then ask the short-listed buyers for a letter of intent, or LOI, setting out the principal economic and structural terms of the transaction.
Depending on what serves you best, we negotiate with several in parallel or with one. The field narrows as buyers demonstrate what they will actually commit to.
Negotiate the Full Set of Terms Before Exclusivity Begins
Signing the LOI grants that buyer exclusivity. Your leverage is greatest before it is signed, so anything that matters to you belongs in the LOI. We use the leverage the process has created to negotiate more than headline price, including:
-
Cash paid at closing
-
Equity rollover
-
Earnouts and performance requirements
-
Escrow and holdback provisions
-
Working capital expectations
-
Financing conditions
-
Employment and compensation terms
-
Exclusivity periods
-
Diligence requirements
-
Timing and certainty to close
-
Buyer quality and post-closing plans
Signing an LOI is a major milestone. It is not the finish line.
Why the Competitive Process Matters
A direct buyer is negotiating without competitive pressure. An advisor-led process gives multiple qualified buyers the opportunity to evaluate the business and demonstrate what they are willing to pay to win it.
Competition can improve price, but it can also improve cash at closing, reduce contingencies, shorten performance periods, and produce cleaner terms.
WHAT YOU GAIN FROM PHASE 3
A market-tested outcome, meaningful alternatives, and the ability to select and negotiate with a buyer from a stronger position.
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.
ADDICTION TREATMENT
Shaun Patience
Turning Point Centers
PHASE
4
Protect the Deal Through Due Diligence and Definitive Agreements
⎯ TYPICAL TIMING: 8-12 WEEKS
Once the LOI is signed, the buyer begins a deeper review of the business. Financial, legal, operational, compliance, tax, human resources, technology, clinical, and other workstreams may all move at the same time.
This is often the most demanding stage for the seller. It is also where disciplined, experienced representation becomes especially important.
Navigate the Due Diligence Process
The buyer uses diligence to confirm the information provided, understand potential liabilities, and validate the assumptions supporting its offer.
We help prioritize material diligence issues, coordinate with your professional advisors, and keep the transaction moving while limiting unnecessary demands on your management team.
Anticipate and Address Issues
Diligence may uncover questions or issues that need to be resolved. The goal is not to pretend those issues do not exist. It is to understand them, provide context, evaluate their actual impact, and respond with a practical path forward.
We work with the owner and the appropriate professional advisors to keep issues from unnecessarily delaying the transaction or changing its economics.
Address Proposed Changes to the Agreed Terms
If a buyer proposes changing the agreed terms during diligence, we evaluate the basis for the request and work with you and your advisors to respond. The focus is on the facts, the actual economic impact, and your available alternatives.
Negotiate Working Capital and Final Deal Terms
Working capital is one of the most common areas of negotiation after the LOI. The methodology, measurement period, target, and final calculation can materially affect what the seller receives. We work closely with the owner, legal counsel, and financial advisors to understand and negotiate working capital and other remaining economic provisions.
Finalize the Purchase Agreement
The definitive purchase agreement formalizes the transaction. Mertz Taggart works alongside your legal counsel to help ensure the final documentation reflects the agreed deal and that business and financial issues are resolved efficiently.
WHAT YOU GAIN FROM PHASE 4
Experienced coordination, steady pressure, and active advocacy designed to protect value, maintain momentum, and prevent avoidable issues from derailing the transaction.
I don't see how anyone can responsibly do a transaction without a strong advisor. This transaction would not have closed if not for Bruce and the MT team.
ADDICTION TREATMENT
Adam Berry
CEO, As Close As Family
PHASE
5
Drive the Transaction to Closing
⎯ TYPICAL TIMING: VARIES
A transaction is not complete until the documents are signed, closing conditions are satisfied, and the funds are transferred.
Mertz Taggart does not step back after the major terms have been negotiated. We continue driving the work, coordinating the parties, and resolving issues until the transaction closes.
Satisfy the Closing Conditions
We work with the transaction team to track and complete the remaining conditions, which may include:
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Final legal documents
-
Patient/client consents
-
Regulatory or licensing requirements
-
Third-party consents
-
Employment and transition agreements
-
Funds-flow documentation
-
Other administrative and transaction requirements
Keep the Parties Moving
Even well-structured transactions can lose momentum near the end. A missed approval, unresolved schedule, open diligence question, or disagreement between advisors can delay closing. We remain actively involved, follow up on open items, bring the right people together, and help resolve issues before they become unnecessary obstacles.
Complete the Transaction
Once all closing conditions are satisfied, the documents are executed, funds are transferred,
and ownership passes to the buyer.
Support Post-Closing Obligations
Some matters continue after the transaction closes. These may include working capital reconciliation, escrow matters, transition requirements, earnout reporting, or other obligations established in the purchase agreement.
Mertz Taggart remains available to help our client and the transaction team address relevant post-closing matters and reduce unnecessary surprises.
WHAT YOU GAIN FROM PHASE 5
A transaction team that stays engaged through the final details and continues pushing until the deal is closed on the agreed terms.
They found a great buyer and negotiated on our behalf to get a higher multiple than we had anticipated. Their assistance didn’t end at the closing table.
HOME CARE
Eric Pumfrey
CEO, Home Sweet Home In-Home Care
⎯ THROUGHOUT THE PROCESS
What You Can Expect
Throughout The Process
Strict
Confidentiality
Controlled outreach, blind profiles, signed confidentiality agreements, and
staged disclosure
at every step.
Direct Communication
Clear expectations, regular updates, and senior-level involvement from the first conversation through closing.
Protection of
Your Time
We carry the process so you can keep running the business you are still responsible for.
Advocacy for
Your Position
Competitive leverage, disciplined negotiation, and terms tested against real alternatives.
Working With the
Advisors You Already Trust
A successful transaction requires coordination across legal, accounting, tax, wealth planning, and other disciplines.
Mertz Taggart respects the relationships you have already built. We work collaboratively with your existing advisors, clarify responsibilities, coordinate information, and help keep every workstream moving toward the same objective.
For CPAs, attorneys, wealth advisors, consultants, and other professionals advising a healthcare business owner, we welcome the opportunity to discuss how our process supports your client while preserving your trusted role.
Considering an Acquisition?
Qualified strategic buyers, private equity firms, and healthcare platforms interested in acquisition opportunities can register for future Mertz Taggart processes.