Composite Study. Representative matters drawn from our engagements. Details are composites and do not describe any single client.
The Situation
A private equity sponsor acquiring a multi-state digital health platform.
Engagement: buy-side M&A counsel, due diligence, deal structuring, purchase agreement negotiation, and post-close governance.
The Challenge
The target looked clean from the outside. Growing revenue, recognizable payor contracts, a credible management team. But the letter of intent was signed before anyone had tested whether those payor contracts were assignable, whether the platform’s state licenses would transfer, or what sat inside its vendor and SaaS agreements.
That is the dangerous moment in a healthcare deal. Move to close and a buyer can inherit unassignable contracts, lapsed licensure, and indemnity gaps that surface only after the wire clears, when the leverage to fix them is gone.
Our Approach
Diligence across the layers that actually carry risk in healthcare: contract assignability, state licensure and corporate-practice-of-medicine exposure, HIPAA and data-use obligations sitting inside vendor agreements, and reimbursement risk.
Where diligence surfaced a problem we priced it back into the deal rather than simply flagging it. Specific indemnities. A holdback tied to license transfers. Representations and warranties written to the risks actually found rather than to a template. Then the purchase agreement itself, and the post-close governance behind it: board structure, equity documentation, operating agreements, so that integration would not turn into a governance dispute later.
The Results
The deal closed on a structure that moved diligence risk off the buyer, with the contract and licensure problems addressed before signing rather than discovered after. The buyer took on a governed entity rather than a cleanup project.
Key Takeaway
In healthcare M&A the corporate diligence is the easy part. The risk lives in assignability, licensure, and the data terms buried inside ordinary vendor paper.
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