The prospect of selling a portion or all of your company can be daunting. Considering the fate of long-term employees, the client relationships and trust you have developed, as well as the personal financial repercussions can be overwhelming, particularly when you are trying to run the ongoing business at the same time.
Often the biggest obstacle to overcome is simply getting started and gaining an understanding of how the “transaction” process works. While every acquisition/investment from our perspective is unique there are some typical steps and timelines that can usually be expected.
Initial Contact and Qualification
Everything starts with the initial contact. Even if you’re just starting to think about transitioning your therapy practice, contact Doug or call him at 402-334-6023 to get the conversation started.
Within a week of initial contact, we will attempt to expand the conversation and learn a little about your operation (general location, size, philosophy and reason for selling). This step allows both parties to determine if there is a possible “fit” that is worth pursuing.
Initial Financial Review
If the results of the qualification step are positive, a Confidentiality Agreement is sent and an initial set of 10 to 12 high-level data items are requested (comparative financial statements, benefit summary, employee counts, expense add-backs to adjust financials and legal entities involved in transaction). It usually takes one to two weeks for a seller to pull this information together and return it to us and then another week for us to go through an initial analysis.
Letter of Intent (LOI) and Negotiation
Normally there are several conversations that occur as part of the prior step to ensure that we structure a transaction to your liking. Whether you intend to stay with the practice, whether you want a provision for “deals in the pipeline,” and desired payment timing all become part of a Letter of Intent that will detail the proposed price and general terms under which we would acquire some or all of your practice.
Buyers and Sellers rarely see eye to eye on all details of a transaction. Therefore negotiation ensues, the duration of which is the biggest wildcard in terms of a timeline. Hopefully the end result of the negotiation phase is a “back of the napkin” modification of the LOI.
Contract Drafting and Due Diligence
Once an overall agreement in principle is reached based on the LOI and negotiation, legal documents memorializing the understanding are drafted. At this juncture legal counsel from both parties become involved and hammer out the details.
Concurrent with the legal document drafting, we perform a more invasive on-site due diligence that includes:
- We send you the due diligence list and you begin accumulating the requested information. (2 – 4 weeks)
- When you are getting close to having everything together, you contact us and we arrange a meeting to review. (3 – 4 weeks)
- We complete our due diligence, ask final questions and recap. (1 – 2 weeks)
- Finally, there is usually about 1 month between completion of due diligence and having a “go” to close until the actual close. During this period we are working on transition plans, communication to both clients and employees, developing transition paths for benefits if the EE’s are coming over to our benefit plans, etc. (3 – 4 weeks)
Agreement Signing and Closing
Assuming due diligence checks out and both parties agree on a final Purchase Agreement, all that is really left is signing the documents and scheduling the closing to transfer money and the ownership rights.