Mergers & Acquisitions

Mergers & Acquisitions

There is a growing trend in the industry to merge practices. Consolidating practices can improved profitability and drive efficiency. Merging or consolidating practices requires a wide range of issues  to be dealt with. From, physical matters like, real estate and office location , to technology matters like telephones and practice management software, to legal matter like agreements and leases, mergers require extensive work.

MedGC’s provides comprehensive merger services which address all aspects from logistics to legal implications and documentation . Our goal is to insure a smooth transition, by providing the highest levels of client customer service.

Our experience has found that the process requires a multi-phase approach which allows our clients to become comfortable with the process and fully understand the new entity that is being created

Our multi-phase approach includes the following guiding principals:

Phase 1 includes an assessment of the feasibility of the merger and identification of the positive and negative aspects of each practice and what they bring to the table. We obtain information from the physicians on their thoughts about the merger; compile the results (anonymously) and identify the common issues. More specifically we will:

1. Prepare pre-merger Letter of Intent and Confidentiality Agreement among the parties.
2. Meet with each physician individually to discuss issues and concerns about the merger, views on each organization’s strengths, weaknesses, opportunities and threats and impressions on each physician’s desired financial and functional outcome.
3. Compile the responses for presentation to the group concentrating on key merger issues.
4. Provide an initial review of financial data to develop high level valuations and projected compensation within the merged practice.
5. Identify opportunities for revenue generation and expense reduction in the merged practice.
6. Develop alternative merger models for review.
7. Meet to discuss our findings and assist the group in making a go/no go decision on Phase II of the merger.

Phase 2 includes a more detailed analysis of the economic impact of the merger and potential benefits associated with consolidation. We address valuation, buy/sell and compensation issues, resolve operational/consolidation, governance and regulatory issues. The outcome of these activities is a detailed Term Sheet describing how the practices would consolidate and the related terms. Specific activities include:

1. Refine preferred merger model
2. Estimate costs and financial impact of merger
3. Design compensation plan
4. Resolve physical consolidation issues
5. Resolve valuation and buy-sell issues
6. Resolve operational/consolidation issues
7. Resolve governance issues
8. Resolve regulatory issues
9. Prepare detailed Term Sheet

Phase 3 includes final valuations, legal documents, financing and final consolidation. Specific activities include:

1. Consolidation of valuations and determination of reconciliation amounts between the parties.
2. Revise the Term Sheet and work with legal counsel to finalize the merger documents.
3. Evaluate the need for financing, prepare the loan package and work with management on presentation to financial institutions.
4. Coordinate/organize the physical, financial and operational consolidation of the entities.