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[02] HEALTHCARE M&A · TUCK-IN
How I led diligence and stood up Day-1 reporting the morning a tuck-in closed.
A PE-backed multi-site specialty platform pursuing tuck-in acquisitions. The mandate: move fast enough to keep the M&A engine running, clean enough to satisfy ASC 805, QoE, and Day-1 covenant tracking. Here's the scope I owned, how the deal model came together, and what was live at close.
The situation
// CONTEXT
The platform was an established multi-site healthcare operator backed by private equity. The thesis was tuck-in driven. Add ambulatory locations, layer in cost synergies, defend margins against payor pressure, get to the next size tier. Each acquisition needed to clear three bars: defensible underwriting that the sponsor and lender could both sign off on, clean ASC 805 purchase accounting, and a Day-1 reporting environment so the platform CFO didn't lose visibility the moment the target rolled into the consolidated entity.
How I owned the work
// FIVE PHASES
01
Pre-LOI underwriting
- Owned the deal model end-to-end, anchored on the target's 12-month trailing financials and forward operating plan
- Layered revenue quality analysis: payor mix, contract rate concentration, recurring vs. one-time
- Pulled cost synergies into a separate tab so they could be defended (or removed) independently
- Stress-tested IRR against three scenarios: base, downside payor shock, downside utilization shock
OutputIndicative offer range backed by a one-page returns summary the sponsor took to IC.
02
LOI to signed definitive
- Finalized Sources & Uses with the lender, including working capital peg and rollover equity mechanics
- Locked the purchase price waterfall: cash at close, escrows, indemnification holdback, working capital true-up
- Modeled accretion / dilution at the platform level so the sponsor saw exactly what the deal did to LTM EBITDA
OutputDefinitive-ready model. Same workbook used by legal, lender, and accounting from this point forward.
03
QoE and diligence
- Managed the data room requests from Transaction Advisory directly
- Reconciled the QoE adjustments back to my underwriting case: any adjustment that moved EBITDA by 50bps or more got its own paragraph
- Identified two normalization items the QoE missed; added them to my own bridge so the platform CFO had a defensible view
OutputQoE-reconciled EBITDA bridge with audit trail back to source documents.
04
ASC 805 and Day-1 readiness
- Fair-value adjustments for identifiable intangibles (customer relationships, trade name, non-compete)
- FVA step-ups posted with audit-ready support; goodwill computed as the residual
- Day-1 chart of accounts mapping. Day-1 reporting templates pre-populated. Day-1 covenant tracking live the morning of close
OutputThe platform CFO had visibility into the acquired entity from the first business day post-close. No reporting gap.
05
Post-close integration handoff
- Integration roadmap shipped across FP&A, accounting, and revenue cycle
- 30 / 60 / 90 day milestones with named owners
- Synergy realization schedule baked into the post-close forecast so the sponsor could measure capture against underwriting
OutputSynergy capture was tracked monthly against the underwritten plan, not against an internal-only target.
What's in the workbook
// 6 TABS
01 · Cover & AssumptionsInputs, scenarios, switches.
02 · Sources & UsesEquity, debt, rollover, fees.
03 · Purchase Price WaterfallCash, escrow, holdback, WC true-up.
04 · FVA & ASC 805Step-ups, intangibles, goodwill.
05 · Accretion / DilutionPlatform-level pro forma.
06 · Synergy BuildCost, revenue, realization schedule.
What I'd own differently today
// LESSONS
Three things. One, I'd push more of the QoE reconciliation into a structured database the first time around, not Excel. The audit trail held up but it was slower than it needed to be. Two, the synergy realization schedule should have started as a separate plan with named owners on Day 0, not Day 30. Three, the Day-1 reporting templates were custom built for this target. A templated version reusable across tuck-ins would have saved meaningful FP&A time on the next two deals.
Confidentiality note — Deal size, target name, sponsor name, and any client-identifying detail have been sanitized for confidentiality. Methodology, structure, and outcome direction are real. A sanitized representative workbook is available on request.
Pull the workbook. Then let's talk.
I'll send the full Excel model. Twenty minutes after that and we can go tab by tab through the assumptions.