Pre-close · Healthcare Services

Employment & Non-Compete Agreements for Healthcare Services Independent Sponsors

When the deal is healthcare services and the question is Employment & Non-Compete Agreements, the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $15M to $120M EV EBITDA $3M to $20M Audience Buy-side / Sponsor
The deal context

Employment & Non-Compete Agreements on healthcare services deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.

The typical healthcare services platform sits at $15M to $120M EV with EBITDA in the $3M to $20M range. The thesis runs on roll-up of physician practices and ancillary service lines. Most off-market healthcare deals come through advisors who have seen the structure before. Have one in your call list.

The moves

How Employment & Non-Compete Agreements actually gets structured.

  1. Negotiate seller non-competes to the maximum enforceable scope, by state law.

  2. Refresh key employee restrictive covenants pre-close, where possible.

  3. Address the FTC non-compete rule and its state-by-state aftermath.

  4. Tie executive non-competes to retention bonus economics that survive a quick exit.

  5. In healthcare services, layer in PC/MSO structuring as part of the Employment & Non-Compete Agreements workstream.

The common mistake

Drafting a national-scope non-compete in California. Enforceability is a binary, not a spectrum.

Jason's take
"A non-compete is only as strong as the state it sits in. Draft for the state, not the deal."
Jason Powell · Employment & Non-Compete Agreements
Capital after close

The deal is one thing. The capital that opens up after close is another.

Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
TALK TO JASON

An LOI on the desk, a healthcare services target, and a Employment & Non-Compete Agreements question worth a real conversation.

Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.