Pre-close · Healthcare Services

Real Estate Carve-Outs for Healthcare Services Independent Sponsors

Securities and M&A counsel for independent sponsors structuring healthcare services transactions, from LOI to close to the capital markets that open up afterward.

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

An independent sponsor closing healthcare services transactions in the $15M to $120M EV range has a defined set of moves at the Real Estate Carve-Outs stage. Most of them are not in a generic M&A textbook.

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 Real Estate Carve-Outs actually gets structured.

  1. Separate operating real estate into a single-purpose entity pre-close.

  2. Document an arm's-length lease with renewal options and assignment rights.

  3. Address title, survey, and environmental on each parcel.

  4. Coordinate the real estate close with the operating company close.

  5. In healthcare services, layer in PC/MSO structuring as part of the Real Estate Carve-Outs workstream.

The common mistake

Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.

Jason's take
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."
Jason Powell · Real Estate Carve-Outs
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
ENGAGE THE PRACTICE

Real Estate Carve-Outs for Healthcare Services, on independent sponsor terms.

Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.