LOI · Healthcare Services

Equity Rollover Counsel for Healthcare Services Acquisitions

Structuring Equity Rollover on healthcare services deals, with the structure protection and capital connectivity an independent sponsor actually needs.

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

Every healthcare services acquisition has its own gravity. Equity Rollover is the workstream where independent sponsor counsel earns the seat.

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 Equity Rollover actually gets structured.

  1. Anchor on 15 to 25 percent rollover for a clean alignment story.

  2. Treat rollover as tax-deferred under Section 351 or 721 where the structure allows.

  3. Document tag-along and drag-along rights at the rollover level, not just at the LP level.

  4. Cap exit veto rights for rolled equity to avoid future deadlock.

  5. In healthcare services, layer in PC/MSO structuring as part of the Equity Rollover workstream.

The common mistake

Rolling at the wrong entity level, triggering an immediate tax event on what was supposed to be deferred.

Jason's take
"Rollover is the cheapest alignment tool on the table. Use it; do not abuse it."
Jason Powell · Equity Rollover
Capital after close

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

The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.

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

Bring the healthcare services deal. Get Equity Rollover done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.