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Goal: a close where the clinical handoff, the legal transfer, and the money plumbing land on the same date. Deals usually break on the third one. Your deal team (healthcare attorney, CPA, lender) covers the legal and valuation work. This page covers the arc plus what other resources skip: the banking and payer mechanics. Multi-entity and PE-context deals: MSO-PC Wiki.

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The arc

Source and screen. Brokers, direct outreach, retiring sellers. Screen on revenue trend, payer concentration, how much revenue walks out with the seller, and lease assignability. LOI. Non-binding on price, binding on exclusivity. The big fork gets set here: asset purchase vs. entity purchase. Asset deals avoid the seller’s liabilities but usually mean re-credentialing every payer as a new TIN, so the 90 to 180 day clock is your critical path. Entity deals can keep the TIN, contracts, and enrollments, but you inherit the entity’s history. Most small deals are asset deals. Plan the close date around credentialing. Diligence. Beyond quality of earnings: 12 to 24 months of remittances and bank statements, tied to each other (unreconcilable books are a price conversation); payer contracts and fee schedules (assignable? at what rates?); denial patterns in the 835 data; credit balances and refund liabilities; recoupment or audit letters in the mail pile. Financing. Underwritten on the target’s cash flow. See Get a practice loan.

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The acquisition banking checklist

Three details that save deals:
  • Build the payer list from the target’s remittance data, not the broker’s summary.
  • Time EFT effective dates to straddle close. Payments for the seller’s dates of service belong to the seller; make enrollment timing and the A/R proration language consistent, in writing.
  • Sign a straddle-period protocol with the seller: who sweeps strays, on what schedule, with what reporting. Misdirected payments in month one are near-certain. The agreement decides whether they’re a spreadsheet or a dispute.

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After the mechanics

The first 90 days decide staff and patient retention, which decide whether the underwritten cash flow shows up. One financial note: practices that keep remittance-to-deposit reconciliation running through the transition know by week six whether revenue tracks the pro forma. Everyone else finds out at the quarterly financials.
Lemma aside: acquisitions are a core Lemma onboarding motion: fast entity accounts, payer migration run from the target’s statements, and the straddle period visible across both accounts in one dashboard (getlemma.com).