HOW IT WORKS

Built on a foundation of extensive healthcare transaction success and continuous improvement, and tailored to our clients’ objectives, our process ensures a successful closing. We achieve this by maximizing competition via a highly coordinated and synchronized campaign, while maintaining confidentiality and minimal disruption to your day-to-day business.

We Will Work For You.

OUR PROCESS

  • Managing the sale process to maintain confidentiality

  • Presenting your business factually, while highlighting its strengths and opportunities
  • Anticipating key transition issues and positioning accordingly
  • Educating our clients about the deal dynamics to maximize value and mitigate risks thereby achieving the best possible outcome

We will spend time up front to really understand our clients’ objectives.

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? Based on your goals, is it better to sell now or hold and grow the company?

The bottom line is that the more we know about you and your company, the better we can position your company to potential buyers and/or investors.

When we take your company to market, we will not usually offer an asking price, however we will want to ensure that your expectations are set appropriately. We 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’ value, or arrange to have a formal valuation done through one of our partners, if desired.

Before attempting to sell your business, we invest time in preparing it for presentation to potential buyers. 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.

We also develop a Confidential Information Memorandum (also known as “The CIM” or “The Book”). This is only distributed to potential buyers that have been screened by Mertz Taggart, approved by the seller and have signed a binding confidentiality agreement. In the CIM, we tell the company’s story through it’s history, how it’s organized, services offered, value differentiators, financial reporting and include other pertinent information that helps a buyer better understand your company.

After assessing your objectives and the business’ strengths, Mertz Taggartwill compile a potential list of buyers and/or investors for your approval. We 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 3-5 years to indefinite.

After we have developed our target buyer/investor universe, we will send out the “teaser” to each prospect, beginning a process of simultaneous selection and deselection of suitors. Business buyers may look at hundreds 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, but not so much that they can speculate which company we are representing. After we determine a suitor is interested, a binding confidentiality agreement will be executed, which will allow us to share more information.

The timing at this juncture of the deal process is important, because we have targeted a wide audience and want to sustain a competitive process between multiple potential buyers while still moving the transaction forward.

After sharing the offering memorandum with the appropriate interested buyers universe, we will follow up in one of multiple ways, depending on the process we establish. This will be a process of following up, reminding interested parties of the competitive environment, assessing interest, and selectively reducing the buyer pool to a manageable number, at which point we will coordinate introductory face-to-face meetings and/or conference calls. The first meeting presents an opportunity for our clients to “breathe some life” into the business, answer questions, and, perhaps most importantly, understand why they have an interest in your company. Establishing trust at this stage is paramount, and it goes both ways.

Depending on how the process is customized for each client, at some point, a process letter is sent to each interested party. This important document serves multiple purposes: It invites buyers to submit an offer in the form of a letter of intent; 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 one key binding element – exclusivity.

The buyer or investor will 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 agreement is drafted and negotiated. It is because of this exclusivity requirement that two conditions mentioned previously will need to be met – trust that the buyer/investor is sincere and capable, and the elements of a sale that are important to the seller are addressed in the letter of intent.

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 potential liabilities. The seller will be given a checklist of items to will need to be provided. We will 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. More than likely, the buyer will want to go on site at some point in the diligence process. To help maintain confidentiality, many buyers are willing to perform their on-site due diligence after hours, or under a somewhat factual guise.

At some point during diligence (and under direction of the negotiated LOI) the buyer will present the initial draft of the definitive purchase agreement. At this point in the process, it’s important for the seller to have retained 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. The final agreement, once negotiated and executed, will be the binding agreement. Signing of the agreements and closing may occur simultaneously, or on different dates, depending on transaction structure, licensure and regulatory requirements, and closing conditions.

CHOOSING AN INTERMEDIARY

Selling a company is often a difficult and emotional process. For many entrepreneurs, the company is a tremendous source of pride and the decision to let go is not any easy one. If you choose to use an M&A advisor to facilitate the sale of your healthcare business, carefully consider the following before hiring a company to represent your interests.

  • Does the firm specialize in your business’ industry? Understanding your industry will be a key driver for an optimal sale. Up-to-date knowledge of issues facing the industry and ability to identify the right buyers and investors based on their unique growth strategies will be vital to your advisor’s success.

  • How many industry transactions has your advisor personally completed (as well as their firm collectively)? Every industry transaction completed by an advisor adds a layer of invaluable experience that includes new industry relationships with leaders and executives and provides insight into general industry trends and growth strategies.

  • How will the firm market your company? Make sure you get a clear understanding of their process and how it helps you meet your objectives. Will they be making initial contact and follow up with potential buyers and investors, or take a passive approach via web listings and direct mailings?  Will they be updating you on a regular basis? If so, how often?

  • If you are not satisfied with the intermediary can you terminate the agreement at any time, or are you bound for 12 months? Our agreement can be terminated at any time.

  • Is the firm representative making promises or giving valuation guidance that sounds realistic? Will you be comfortable working with this individual for 12 months or longer?

  • Is the firm a member of any professional associations like the M&A Source or AM&AA ?  Are they credentialed?

FAQS

How much do you charge for your service?

We do not charge any up-front fees of any kind. We are paid a percentage of the selling price when the business actually sells. We feel this better aligns our interests with yours.

You are never required to accept an offer, and have total discretion with regard to accepting or rejecting any offer that is presented.

In most cases we represent the seller in the transaction.

We will engage with certain industry- and  financial-buyers to help them find qualified targets.

The time frame varies by company, but it typically takes 4-7 months to locate the right buyer, perform due diligence and close the sale.

While these two people are important advisors during the process, he or she will not be an expert in marketing companies, creating a competitive environment with multiple potential buyers, or negotiating the most favorable terms on your behalf.

The main reason a transaction does not close is weakening financial performance, especially if it is materially different from the original data provided to the buyer.

Some transactions don’t close because of a surprise that shows up during due diligence. It is critical to disclose any issues or potential problems up front. It is very difficult to regain the buyer’s trust once a seller’s credibility has been compromised.

Typically the current owner(s) will stay on for a period of time to ensure a smooth transition. It may be in his current role or just as a consultant for some pre-arranged time frame. This could be for as little as 30 days up to a year, or longer. The former owners’ stay period and compensation are negotiated as part of the deal up front.

This typically depends on the buyers and their attorneys, however, most closings are done by wire transfer. Signature sheets are faxed to both parties after review by attorneys. After both sides have signed all necessary documents, the funds are wired into your bank account.

No. The current market  and competition among the right strategic buyers will determine the highest price someone is willing to pay for your business.

Conventional earnings before interest, taxes, depreciation, and amortization (EBITDA) revised to exclude the effects of mainly nonrecurring items of revenue or gain and expense or loss.

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