Most owners want not only the best price for their ambulatory surgery center, but also a corporate partner that will grow their ambulatory surgery center and increase its profits. They want a partner that has a history of success. While there is no secret formula to ensuring you get the best price when you sell your ASC and an ideal partner, a well-designed and executed proactive campaign that solicits multiple offers from multiple types of ambulatory center buyers and then leverages a short list of competitive offers that best match your desires, is the most effective way to get everything you want.

In order to obtain the best price in a sell-side transaction, it is imperative that multiple potential ambualtory surgery center buyers are introduced into the process and the future potential of the business is conveyed along with the history of the organization. Because the sales process by which this information is communicated is extremely important, Ambulatory Alliances utilizes a process that will put you in position for the most impactful outcome.

A best sell-side process is a two-step bid solicitation process, which could include the following steps:

• We work to understand the seller's specfic goals. Since your personal goals set the framework for the entire undertaking, we help you understand and clarify your particular desires and objectives which can differ widely among owners. For example, in some cases a ASC owner may want an outright sale of the surgery center business, whereas in other cases, a recapitalization or a strategic alliance is more appropriate for achieving the desired outcome. And in some instances a ambulatory surgery center owner might wish to leave the ASC business immediately after the sale has been completed, yet another surgery center owner may want to continue working in the venture for some specified time. We understand the ramifications of different deal structures and will help you determine the correct path for realizing your desired end result.

• We help the seller of ambulatory surgery centers with preparing the Confidential Seller Profile and Confidentiality/Non-Disclosure Agreement, which are the first documents delivered to prospective buyers. A Confidential Seller Profile is crafted so that it anonymously describes your company, its achievements, its assets and its future growth potential. Its focuses on identifying the significant attributes of your center that are likely to be valued by buyers and highlight these features to help a prospective buyer determine if they want to explore an acquisition.

• At this point in the process, we work with the ASC seller to commence gathering the information needed to develop The Seller Profile. This is the central marketing piece for your center and is a much longer overview. It is a profile of your history that highlights your company’s financials, operations, management and strategy with a marketing focus. It also can discusses the effects of industry and economic forces along with presenting a fiscal model—a spreadsheet-based rendering of historical and projected financials —paired with dynamic drivers that allow a user to intrinsically understand your center's movements.

• Your Seller Memo will go to great lengths to identify and describe the significant attributes of your ambulatory surgery center that are likely to be valued by ASC buyers. We will examine your health care business from all angles, applying our knowledge of the elements that surgery center buyers seek, and craft a Seller Profile that highlights both the obvious and not so obvious positive distinctions of your surgery center business.

• In this next step, we conduct extensive research to gain a thorough understanding of your ASC use a combination of our proprietary data warehouse, together with several public databases, to identify surgery center buyers that fit the profile. Then we prepare a target list of potential buyers of outpatient surgery centers, with the understanding that identifying qualified prospective buyers is critical to achieving the maximum price and terms acceptable to you. Our list of prospective ASC buyers may include ASC management companies that own and manage urgent care centers like yours, local and/or regional health systems, competitors, tunnel buyers (i.e. diagnostic groups that desire to purchase a radiation oncology center) and private equity groups that invest in ambulatory surgery centers. We know the importance of concealing your identity to certain prospective buyers. For example, you may not want to contact certain competitors, or you may want to contact them late in the process, so we will work with you to determine which prospective buyers should be contacted and the timing of that contact.

• At this stage of the process, we make initial contact with potential buyers of urgent care centers and deliver the Confidential Seller Profile to each identified prospective urgent care center buyers. Remember, this document contains only a summary description of your ambulatory center and masks its identity. Our strategy is to reach as many prospective healthcare buyers as the marketing strategy requires, yet maintain confidentiality. The key is to get as many potential targeted healthcare buyers interest as possible.

• We contact each interested party within one week after delivery of the Confidential Seller Profile to gauge their interest and dialog about acquiring your surgical center.

• After obtaining executed Confidentiality/Non-Disclosure Agreements that you approve, we will converse with potential buyers of your radiation oncology center and encourage them to complete a short qualifying questionnaire. Understanding the ever-present need for confidentiality, we screen each interested potential buyer before divulging any more information about your ambulatory center. Using our experience, we determine their true level of interest (Are they tire kickers or just gathering competitive information?) and ability to close (Do they have the funds or do they have access to financing to buy the center?).

• Because the Confidential Seller Profile contains limited information about your center, an interested buyer of you radiation oncology center will require further details to determine if they want to pursue an acquisition. This is where the Seller Memo and Virtual Data Room comes in. We will deliver the Seller Memo to the prospective buyers that continue to express an interest in your center, have excuted NDA, submitted the short buyer-qualifying questionnaire and have been deemed by you as qualified to purchase.

• After receipt of the Seller Memo, those healthcare buyers expressing continued interest may want to discuss your ASC, Radiation oncology or urgent care center in further detail and request additional documents. We will set up the Virtual Data Room for exchange of information and could set up conversations between the buyer and seller. After this, each prospective buyer should have sufficient information to determine if your ambulatory surgery center, radiation oncology center or urgent care center is a good purchase candidate. It is then time to determine which prospective buyers want to move forward.

• At this point, we will set expectations as to how the sales process will be handled and ensure that prospective buyers are provided with the details they need to make an offer for your outpatient center. We will contact each prospective buyer and request that they submit a non-binding Letter of Interest specifying a purchase price range and material terms of a purchase.

• We will Inform the prospective buyers of your center when a first-round Letter of Interest is due. Buyers will make offers based only on the information in the Seller Profile, any additional that we file in the Virtual Data Room, and the corresponding conversations.

• Keeping your ultimate goals and objectives in mind, we will work with you in analyzing and comparing each Letter of Interest. Using our industry experience and our prior conversations with the prospective buyers, we work with you to determine each buyer’s true level of interest and their ability to actually close the transaction. Those prospective buyers deemed unable or unlikely to purchase your company will be culled from the process.

• You will select three to five qualified buyers with which to proceed and invite into the second round. Prospective buyers still in the running at this stage need to perform due diligence.

• Additionally, potential buyers might want to meet management and learn further strategic details about your center. You can invite the prospective buyers for a conversation and presentation where they will listen to you talk about your center have some Q&A and may go on site visits. The majority of this can be done virtually. Around this time, you will also include more information in the data room for prospective buyers. The data room, which can be handled electronically through our Virtual Data Room, is a database of lots and lots of documents (financial, legal, marketing, etc.) that the buyers and their advisers need for due diligence.

• Our knowledge of your ambulatory center and the key value drivers that ambulatory surgery center, radiation oncology center and urgent care buyers seek allows us to help consult with you on these presentations, tours and meetings for you so that you can present your ambulatory center in the best light. After the prospective buyers have acquainted themselves with your ASC operations, management and facilities, it is time for them to commit to moving forward. After a period of weeks or months for further due diligence by the ambulatory surgery center buyers, second and final round bids will be due. This is a negoiated sales process and these bids will be binding. In addition to the proposed purchase price, the buyers will have to answer other questions such as how they will finance the deal, what contingencies they may have, major reps and warranties, internal approval process, etc. Sometimes they will also be asked to mark up a ambulatory surgery center purchase agreement that you (the lawyers on your side) will send them. Although the selected buyer already knows quite a lot about your center, they will want to investigate further by conducting more buyer diligence and entering into a definitive agreement.

• The highest offer price is not necessarily the best offer. Many factors such as financing, payout terms and post-closing terms must also be considered and compared. And subjective factors also come into play: What is the rapport between you and the buyer? What does the buyer intend to do with the company post-acquisition? Does the buyer have the means to close the transaction? Will the buyer walk away if negotiations do not go smoothly? Will the buyer make unreasonable last minute demands? Will the buyer be difficult in negotiations? Selecting a buyer is an art and a science; and you will not be alone at this critical juncture in the process. Applying our experience in transaction structures and using the knowledge we have gained about each prospective buyer, we will help you compare offers that might appear to be apples and oranges. This, in turn, will enable you to choose the deal that best achieves your goals

If you want to sell your ASC, sell your radiation oncology center or sell your urgent care center, give us a call