Why Companies Choose Braff For Health Care M&A

We take confidentiality seriously. That’s why every buyer has to sign a non-disclosure agreement (NDA) for each company they look at (we don’t allow blanket NDAs that cover everything we show them). If a buyer violates the NDA, we remove them from our buyer lists.

Moreover, at Braff, every team member knows their responsibility: what’s confidential stays confidential.

First off, unlike some of our competitors, we do not charge retainers. We only get paid when you complete a successful transaction.

Generally speaking, our fees are a flat percentage of your purchase price. Since we represent companies of all sizes, the percentage varies based on the estimated size of the transaction.

We don’t have a set fee schedule. Rather, all agreements are customized based on our understanding of your business and your individual goals and objectives.

While we’ve completed deals in less than 90 days, unless there are compelling circumstances that warrant a different timeline, the typical transaction takes between 6 and 9 months from the date an agreement is signed with The Braff Group. That said, it’s important to note that the period of time when you are “on the market” i.e. talking with buyers, soliciting offers, negotiating letters of intent (LOI), and selecting a winning bid is only 60 to 90 days. The rest of the timeline is dedicated to pre-market preparation and post-LOI closing.

Ideally, yes. Think about aiming at a bullseye. There are three circles that need to line up.

First, the M&A market itself. Sometimes your sector is hot, buyers are plentiful, and valuations are high. That’s one circle over the bullseye.

Second, your own growth story. The sweet spot is when you’re showing strong, believable growth—say 15–20%—so buyers will pay up for your future earnings. If you’re growing too fast, buyers may not fully credit it; too slow, and multiples start slipping.

Third, your personal goals. Are you ready to retire? Feeling burned out? Or maybe the value’s already at a point where holding out for more just isn’t worth the risk of the unknown—like another pandemic or a recession. That’s bullseye territory. On the other hand, if you’re energized and excited about the future, maybe it’s not time yet.

And one last point: our most successful clients started this conversation with us years before they actually sold. So, when should you start thinking about timing? Honestly—right now.

It’s NEVER too early. One of the most valuable services we can offer is helping business owners and executives determine the ideal time to consider a divestiture. So, there’s good reason to reach out to The Braff Group long before you consider going to market (and especially before engaging with unsolicited offers). 

Even before you become a client, we can keep you informed of the always-evolving, sector-specific strategies buyers are pursuing regarding service and payor mix, clinical protocols, operations, contracting, and other important matters to ensure that you are in sync with the value drivers of the present (and future) versus those of the past.

Right away, we can discuss performance metrics and trends to identify strengths. And, more importantly, to uncover weaknesses that can be improved to enhance value.

We also keep you informed of industry-specific and macroeconomic conditions that portend changes in acquisition supply, demand, financing, and ultimately valuation.

And we can do all of the above within the context of your unique business and personal goals.

Through regular, dedicated pre-transaction exchanges, our clients can confidently make timing decisions that maximize value (and minimize the painful “could’ves” and “should’ves.”)

And we do this all at no cost to you until you’ve got your dream deal.

Absolutely—there’s plenty you can do, but here are a few of the big ones. If you’re on cash accounting, switch to accrual—that’s what buyers want to see.

Got multiple product lines? Think about separating them in your financials since they can be valued differently. Schedule compliance audits with independent third parties every couple of years so due diligence goes smoothly when the time comes.

Planning to change billing software? Do it sooner rather than later so your numbers are clean when you hit the market. And honestly, start talking to a mergers and acquisitions advisor now (see our “When should we start talking?” FAQ).

Each of our Managing Directors devotes all of their energies to a specific sector. They know the ever-changing utilization trends, reimbursement climate, health care policy initiatives, financial and operating characteristics, and consolidation strategies that influence who’s buying, why, where, and for how much in your unique space.

To find out which Managing Director covers your specific sector and location, follow this link.

While your Managing Director is involved in every step of the process, you will also be working with our finance and research team who will pull together the Confidential Information Memorandum. We will also bring in our client development specialists who help identify buyers and manage the nuts and bolts of the process.  So, when you hire The Braff Group, you hire an entire team that works on your behalf.

In almost every deal we handle, we can usually pinpoint the two or three buyers most likely to go after your company. But for all kinds of reasons—timing, shifting strategies, competing opportunities—it’s rare that one of them ends up being the winner. That’s why, working closely with our clients, we cast a wide enough net to fully explore the market and find that elusive “needle in the haystack” offer—the one that, on average, comes in about 29% higher than the rest (see The Real Braff Difference).

What’s more, we line up backup buyers to keep the first one playing fair. And if that first deal falls through, those backups are ready to jump in right away—saving valuable time and keeping things on track.

First off, every buyer we work with fills out a questionnaire that tells us what kinds of businesses they’re looking for, where they want to buy, their preferred deal size, and what kinds of transactions they’ve done before. On top of that, we score each buyer to make sure they’re qualified—looking at how responsive they are, the offers they’ve made, the deals they’ve actually closed (both with us and elsewhere), and feedback from our managing directors.

With that, as well as input from our clients, we can tap into our database to zero in on the best-fit buyers for your company.

We know how tempting it would be to engage. However, that’s the last thing you should do, because the buyer’s intent is to get you started on a path to selling before you’re ready. It starts with a cup of coffee. A few data points. Then perhaps a financial statement. Before you know it, you’re staring at an offer that seems pretty attractive. And that was the goal. To get something in front of you before you talk to other buyers, which inevitably drives up the price. So, what should you say?  “Thanks for the call, but we’re not ready to sell. But you can be sure we’ll reach out when we are.”

In a word, yes. Buyers almost always want a non-compete, usually covering the type of business you’ve been running, the area you serve, and lasting for about five years.

It’s not a one-size-fits-all answer.

In an asset deal, the buyer picks up specific pieces of the business—things like equipment, inventory, goodwill—and maybe a few select liabilities. They’re not buying the company itself. That means the seller hangs onto the legal entity and any liabilities the buyer didn’t agree to take. Buyers tend to like this setup because it helps them dodge unknown liabilities. For sellers, though, it’s a bit of a hassle—every asset has to be transferred individually, and you often need third-party approvals, which can slow things down.

In a stock deal, the buyer takes over the seller’s ownership interest — the whole business, as-is. That includes all assets, liabilities, contracts, and obligations unless the agreement carves something out. Sellers like stock deals because they’re generally cleaner to execute and can have better tax outcomes. Buyers, on the other hand, get nervous about inheriting liabilities they didn’t bargain for, so they tend to dig deeper during due diligence.

So, which happens more often? In healthcare services, where revenues come from lots of contracts with payors and other organizations, among other reasons, buyers have become more comfortable with stock deals. Why? Unless specifically prohibited, it’s simply less difficult than trying to obtain consents and transfer every single agreement one by one (see FAQ below).

In an asset deal, every contract has to be reassigned from the seller to the buyer—a slow process that can also give the other side a chance to renegotiate terms. In a stock deal, since, for the most part, the buyer is taking over the whole company, unless specifically prohibited, contracts go with the stock.