Medical Consultants USA, Inc.
Medical Mergers & Acquisitions

Selling

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Selling your medical business...

Key Questions on Selling:

  1. Should I sell?
  2. What do buyers want most?
  3. Is this the right time?
  4. Will I need an attorney?
  5. Do buyers want my real estate?
  6. What is the main focus at due diligence?
  7. How is the purchase price paid?
  8. Do I stay on with the business?
  9. Do I tell my employees about my intentions?
  10. What is the difference between a Stock deal versus an Asset deal?
  11. How are valuations determined?
  12. What does Indemnification mean?
  13. What is the main focus at Due Diligence?
  14. What does Goodwill mean?

Should I sell?

The market will always exist for business acquisitions, the consideration you should make is to determine what is your objective. Do you want or need to retire, do something different or work for someone else for a change? Base your decision upon your future plans.

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What do buyers want most?

Sound business operations with key leadership, profit growth and a team concept.

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Is this the right time?

The prime time is when you are experiencing an upward growth in your revenues and profits combined with the peakness of where you feel you can take the business alone.

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Will I need an attorney?

When you are presented with a final contract, you are encouraged to seek an attorney that is familiar with M&A's in the industry.

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Do buyers want my real estate?

Most buyers will retain your real estate lease but, do not have an interest in buying the actual real estate.

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What is the main focus at due diligence?

Buyers will focus on regulatory compliance. They want to ensure proper billing & documentation exist. A hint of fraud or abuse will end the process.

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How is the purchase price paid?

Usually the buyer will pay from 70% up front with a note due in 6 to 12 months to 100% up front.

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Do I stay on with the business?

The answer lies in what the buyer needs at that time. Most buyers would like the seller to stay and grow with them.  All owners will be required to sign a noncompete and usually any key employees that stay on with the buyer.

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Do I tell my employees about my intentions?

After a Letter of Intent is signed and on the first day of Due Diligence, not a minute sooner. One in a thousand employees understand the end result.  Coaching is provided by our firm on how to handle the news delivery.

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What is the difference between a Stock deal versus an Asset deal?

For these discussions, Stock deals are typically where the buyer purchases your company's stock for cash & a note and liabilities are assumed. Asset deals are typically where the buyer purchases your company's assets only for cash & a note with no liabilities or real risk.  Taxation is minimized in both cases.

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How are valuations determined?

Valuations are determined by applying an industry multiple (risk & time factor) to your recasted net income. This multiple formula is determined by 33 variables.

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What does Indemnification mean?

It is where buyers protect their position from any adverse actions that were related prior to the acquisition.  The buyer does not want to be held responsible for any prior issues.

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What is the main focus at Due Diligence?

Buyers will focus on regulatory compliance.  They want to ensure proper billing, reimbursement and documentation exist.  A hint of fraud or abuse will end the process.

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What does Goodwill mean?

It is the difference in the purchase price between the Net Book Asset Value the buyer is receiving and the intangible value of the company.  Goodwill is also taxed at Capital Gains rates versus Ordinary Income.

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Medical Consultants USA, Inc. · P.O. Box 421 · Buckner, KY 40010 · (407) 256-4775


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