Relevant factors to consider prior to an investor-owned acquisition of a nonprofit healthcare entity

Abstract

The purpose of this article is to explore the factors that affect the negotiations for an acquisition of a nonprofit system by an investor-owned entity. The recent economic downturn, accompanying credit crisis, and healthcare reform legislation will likely encourage and accelerate the pace of merger and acquisition (M&A) transactions between investor-owned entities and nonprofit hospitals. As many nonprofits are smaller, more financially vulnerable, and more limited in their access to capital than their investor-owned counterparts, nonprofits could be prime targets for investor-owned acquirers during the healthcare reform implementation period. In M&A transactions of this type, the investor-owned acquirer typically is motivated to pursue an acquisition when the deal promises an acceptable return on investment and decreased operating costs from economies of scale. Alternatively, the nonprofit target is typically seeking funding for upgrades to facilities and information technology systems as well as a continued commitment to charity care and managed-care contracting leverage. A successful acquisition of a nonprofit hospital by an investor-owned company requires a careful analysis of relevant tax, economic, and strategic factors prior to closing the deal. This article lists the most significant factors to consider in these deals and explains how these factors should influence the purchase price and postacquisition cash flow.