Partnering with FSA
Foundation will assist you step by step during our investment in your ASC.
The investment process begins with a Confidentiality or Non-Disclosure Agreement so that we can exchange information about our businesses. The Confidentiality Agreement is followed by:
Preliminary Due Diligence
Preliminary due diligence consists of sharing high level and some detailed information on the performance of the ASC. It generally consists of examining financial statements, case volumes, and debt associated with the facility. It may also include a review of the existing Operating Agreement and an understanding of the facility partnership dynamics, as well as other information necessary for FSA to make an offer to invest in the ASC.
Letter of Intent (LOI) or Term Sheet
Upon review of the preliminary due diligence, a Letter of Intent or Term Sheet will be sent if FSA decides to make an offer to invest in the ASC. This document will outline the terms and timeline under which FSA will invest in the facility. The LOI will contemplate items such as investment level (price), based on a valuation, ownership percentage, and other material terms of the transaction. This document is negotiable and will provide for agreement on the material terms which will be the basis of a future Purchase Agreement.
NOTE: if an external valuation of the facility is required FSA will obtain a valuation from a national company experienced in valuing ASCs, and will do so at our sole cost and expense.
Exclusivity Period
Once agreement is reached on the terms of the Letter of Intent and upon execution, we will enter an exclusivity period. This is a finite and agreed to period of time, usually about 90 days, during which the parties will work together exclusively to formalize the partnership.
Due Diligence
During the Exclusivity Period FSA will initiate a deliberate and thorough process to better understand and analyze the details of the ASC, the business and the partnership.
Transaction Documents
FSA will prepare, or cause to be prepared, at our expense all documents related to FSA's investment in the ASC.These documents may include: Purchase Agreement, Assignments, any necessary Amendments or Revisions to the Operating/Partnership agreement, and typically a new management agreement. FSA will prepare these documents for review by your legal and financial advisors.
Closing
FSA will be thorough in the Due Diligence and Document Preparation processes, and is committed to moving as quickly as possible so as not to delay closing.
It is possible to contract with Foundation Surgery Management solely to manage your facility without an equity investment by FSA. Please contact us for consideration.