Healthcare Services ERISA & Benefits Diligence: An Independent Sponsor's Counsel
Securities and M&A counsel for independent sponsors diligencing healthcare services transactions, from LOI to close to the capital markets that open up afterward.
Healthcare Services deals in the lower middle market run a specific playbook. ERISA & Benefits Diligence is where the structure either holds or starts to leak.
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.
How ERISA & Benefits Diligence actually gets structured.
Pull the 5500s and audit reports for the last three years.
Identify any controlled-group exposure that follows the seller post-close.
Address multi-employer pension withdrawal liability where applicable.
Plan the benefits transition to the buyer's plans, with a TSA period if needed.
In healthcare services, layer in PC/MSO structuring as part of the ERISA & Benefits Diligence workstream.
Skipping the multi-employer pension review. It can show up as a 7-figure surprise three months post-close.
"ERISA is the silent deal-killer. Treat it like senior debt diligence."Jason Powell · ERISA & Benefits Diligence
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
Independent Sponsor Economics for Healthcare Services
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Healthcare Services
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Transaction Fee Structuring for Healthcare Services
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Equity Rollover for Healthcare Services
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
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An LOI on the desk, a healthcare services target, and a ERISA & Benefits Diligence 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.