Case Study: Successful Sale of a General Medical Practice

Benjamin Yeo

17 November 2020

Synopsis
A successful general medical practice (“Clinic”) owned and operated by a husband and wife team for over 30 years approached the Moore Australia (VIC) Corporate Finance division to advise and manage the sale of the freehold and business as a going concern.

An underlying health condition was the main protagonist for the sale, which once successfully completed, enabled the couple to retire after lengthy careers managing and practicing at the successful Clinic.

The Corporate Finance Team, led by Director Benjamin Yeo, managed the entire sale process that settled in three months from the team’s initial engagement.

Findings
Following a discovery phase in which the team reviewed the business in detail to gain a full understanding of the opportunity, the team determined that the Clinic was newly renovated and a fully accredited General Medical Practice, with six consulting rooms, a treatment/surgical room, nurses treatment and sterilisation room, medical storage room, reception, waiting room, staff and client toilets, upstairs administration and meeting room, and a staff kitchen. Situated between a town centre and a child care centre, the Clinic was ideally located in a central and easily accessible location.

The Clinic generated in excess of $2 million in annualised revenue with the property generating approximately $220,000 annualised rent (including a pathology collections site for the region).

Given the Head Practitioner’s health and restrictions on his working availability, the Clinic presented an attractive acquisition opportunity on a walk-in-walk-out basis of a successful and fully operational General Medical Practice in a high growth corridor of Melbourne’s Eastern Suburbs.

Discussion
After an in-depth review of the business, a virtual data room was created in addition to a financial model with a three-year forecast, a short form information memorandum, and an information flyer to assist in accurately presenting the Clinic and justifying the value when marketing the acquisition opportunity to prospective strategic acquirers.

An independent valuation of the property was also conducted by Herron Todd White to provide an accurate and independent third party valuation of the asset. This proved to be highly valuable throughout the transaction.

A highly targeted strategic investor list was then generated through Benjamin Yeo’s personal network and after consultation with the vendors, the teaser was provided to the handful of potential strategic acquirers. These parties included the team of medical practitioners employed by the Clinic, a team of medical practitioners looking to acquire a walk-in-walk-out clinic, two corporate medical franchisors and two overseas acquirers.
Following a thorough due diligence and Q&A process, a total of six indicative offers were received comprising of two business-only offers and four freehold and business offers.

After the team conducted a thorough analysis and further due diligence on the potential acquirers, a report summarising the offers and our findings was provided to the vendors. Following further consultation with the vendors, an offer to sell both the freehold and business was formally accepted.

During this process, independent legal advisors were engaged to draft up the necessary agreements (Asset Sale Agreement, Section 32 and Section 52). Once the offer was accepted, the agreements were finalised, executed and settlement occurred shortly thereafter.

Implementation
Phase 1 – Discovery (December 2019)

A formal review was conducted, which set the foundations for the transaction and included a review of readily available information on the business, quality of earnings analysis and balance sheet assessment, a high-level assessment of the opportunity for synergies and performance improvement, and the identification of potential transaction issues.
Formulated a work plan and detailed timetable to ensure the vendors had a full understanding of all aspects of the transaction.

Phase 2 – Transaction Readiness and Planning (January 2020)

Vendor readiness was used to proactively draw out the key strengths of the business and benefits to particular acquirers, enabling the accentuation of competitive tension.
The team provided expert advice on the transaction structure including the utilisation of our research skills, knowledge, global databases and Corporate Finance networks to identify a list of potential purchasers, then meet and discussed sale strategies with our client in greater detail to agree on pricing, timing and terms objectives.

Phase 3 – Preparation for pre-marketing (January- February 2020)

Co-ordinated the preparation of the financial forecast model, information flyer, information memorandum detailing the sale process and background, the history of the business, the market and competitive background, the key strengths, prospects, and details of the business (including management) and the historical and forecast financial information.
Prepared for detailed due diligence with the establishment of a virtual data room ensuring the appropriate documents we filed for review by potential acquirers.
Conducted research on potential purchasers and obtained the formal approval of our client to approach the potential parties.

Phase 4 – Marketing, offers and due diligence (March 2020)

Approached potential acquirers, providing a confidentiality agreement and a preliminary information profile of key selling points to establish interest, then distributed the information pack and set deadlines for indicative non-binding offers.
Liaised with potential acquirers and answered their questions, whilst at the same time driving the process to accentuate competitive tension to encourage attractive indicative offers.
Evaluated indicative non-binding offers received from potential acquirers arranging site visits, meetings and assisting with the delivery of the management presentation, before setting deadlines for final binding offers/term sheets.
Generally managed the overall sale process, seeking to drive competitive tension and minimising execution risk, while also maximising confidentiality, price and terms.
Evaluated the final offers and agreed with our client the preferred acquirer with whom the final commercial terms were to be negotiated.

Phase 5 – Negotiation and Completion (March 2020)

Benjamin Yeo took the primary lead in negotiating with the acquirers, and after terms were finalised, facilitated the execution of the legal documentation and all other necessary documentation, including the co-ordination of the completion process, and liaising with the acquirers and their advisers.

Conclusion
The successful sale of the Clinic within a relatively short time frame of three months can be put down to several key factors including:

Well-structured and managed business;
Modern property with up-to-date buildings;
Professional information memorandum, the detailed financial model with a three-year forecast and information flyer enabled strategic acquirers sufficient information to review the opportunity in a timely manner;
Well documented virtual data room enabled interested strategic acquirers easy access to all relevant information required to assess both the business and property to make formal offers;
Tight timeframe expertly managed by the team ensured competitive tension amongst potential acquirers, which maximised the value extracted by the vendors in the offers received.

The vendors were incredibly happy with the sale price negotiated by Benjamin Yeo for the freehold and business to an acquirer who ensured all staff remained employed following the sale.

Corporate Finance Strategy and Exit Planning