What Does the Sale Process Look Like for a Healthcare Business?

What Does the Sale Process Look Like for a Healthcare Business, in Plain English

Selling a healthcare business can feel intimidating and unfamiliar. This guide shows what the sale process looks like for a healthcare business in clear stages so you know what happens, when it happens, and why it matters.

Phase 1: Preparation, getting everything ready

• We learn your goals, timescales, and what a good outcome looks like for you.

• We prepare two key packs. An Information Memorandum that tells your story, and a Databook and model that summarise the numbers.

• We set up a secure online data room with your lawyer.

• We agree a short list of suitable buyers or investors.

  
  

Outcome: you are ready to speak to the right people with the right information.

Phase 2: Marketing, speaking to the right buyers confidentially

• We approach the agreed buyers quietly and professionally.

• Buyers sign a non disclosure agreement before seeing detailed information.

• We answer early questions and keep control of what is shared.

• We invite written indicative offers by a fixed date so you can compare like with like.

Outcome: you receive competing offers and can choose a preferred route.

Phase 3: Offers and heads of terms, agreeing the deal you want

• We review the offers with you, not just price, also payment structure, conditions, and deliverability.

• We negotiate the key terms of your preferred deal and record them in Heads of Terms.

• This includes how cash is paid, any deferred or earn out element, timelines, and key protections for you.

Outcome: you have a clear commercial agreement before exclusivity is granted.

Phase 4: Due diligence and legal documents, checking and signing

• The buyer’s advisers review the numbers, tax, legal position, HR, property, and CQC matters.

• In parallel, lawyers draft the Share Purchase Agreement, this includes warranties, indemnities, and any earn out terms.

• We also agree the bridge from enterprise value to equity value, this is where working capital and any debt like items are settled so everyone is clear on the cash you will receive.

Outcome: all checks are complete and documents are ready to sign.

Phase 5: Completion and handover

• You sign, funds are transferred, and ownership changes.

• There may be a handover period, an advisory role, or performance related payments, depending on what was agreed.

• We stay close until everything is finished and you are comfortable with the transition.

Typical timeline

Most processes take about six months.

• Months 1 to 2, preparation of materials and buyer list

• Months 2 to 3, approach buyers and receive indicative offers

• Months 3 to 4, negotiate and sign Heads of Terms

• Months 4 to 6, due diligence, legal work, completion

Quick glossary for owners

• Heads of Terms: a short document that sets out the main points agreed before detailed contracts are written.

• Enterprise value to equity value bridge: a simple calculation that turns the business value into the cash you receive, after working capital and debt like items are adjusted.

• Working capital: the normal level of stock, debtors, and creditors the business needs to run day to day.

• Debt like items: things treated like debt at completion, for example loans or unpaid taxes.

• Share Purchase Agreement (SPA): the main contract for the sale. It contains warranties and indemnities, and any earn out terms.

• Warranty and indemnity insurance: an insurance policy that can limit your future liability.

• Earn out: a payment you may receive after completion if agreed targets are met.