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Access to capital and working with private equity

Access to capital comes down to matching the financing to the need across three stages: starting, operating, and exiting. When you start, SBA 7(a) and 504 loans and joint ventures fund the build. While you operate, supply-chain financing, factoring, and selling equity fund growth. When you exit, you choose between a straight sale and a private-equity deal, and private equity earns its returns through three levers: EBITDA growth, multiple expansion, and debt paydown. Before you sign with a PE partner, the questions you ask about the fund, the leverage, and your rollover equity decide how the next five years actually go.

Capital readoutMatch to need
Stages of need
3
Starting
SBA 7(a) / 504
Operating
Factoring
Exit paths
Sale or PE

01 · The organizing frame

Capital shows up at three points in a practice's life

Owners tend to think about capital as one thing, money, when it is really three different needs at three different points. Name the stage first, then match the financing to it. Reaching for the nearest source instead of the right one is how good practices end up with the wrong debt on the books.

Stage one

Starting

Funding the build or an acquisition. SBA 7(a) and 504 loans, and joint-venture or group structures that pool capital and share risk.

Stage two

Operating

Funding day-to-day growth. Supply-chain financing, factoring your receivables, and selling equity to bring in working capital.

Stage three

Exiting

Turning the practice into cash. A straight sale, or a private-equity deal that keeps you in on rollover equity for a second bite.

02 · Starting capital

SBA 7(a) versus SBA 504, side by side

Two SBA programs cover most of what a practice needs to start or acquire. The short version: use a 504 for fixed assets at a fixed rate, and a 7(a) when you need flexibility across acquisition, equipment, and working capital.

SBA 504

Loan size
Debenture up to $5.5M; total project can exceed $20M with the bank loan and your equity
Interest rate
Fixed
Terms
25 yr real estate, 10 yr equipment
Down payment
10% borrower

SBA 7(a)

Loan size
Up to $5M
Interest rate
Predominantly variable, with some fixed options
Terms
Up to 25 yr real estate, up to 10 yr acquisition or equipment, 5 to 7 yr working capital
Down payment
Minimum 10% borrower, often 20 to 30%

Beyond the SBA, joint ventures and group structures let owners pool capital and spread the risk of a build or a purchase across more than one balance sheet. That can put a project in reach that no single owner would take on alone. The trade is governance: shared capital means shared decisions, so the operating agreement matters as much as the money.

The read

The loan you can qualify for is not always the loan you should carry. Term, rate, and down payment shape your cash flow for a decade. Model the payment against your real seasonal cash rhythm before you sign, not after.

03 · Operating capital

Financing growth once you are running

Once the doors are open, the capital question changes from how do I build this to how do I fund the gap between doing the work and getting paid for it. Three common tools:

Supply-chain financing

Stretch what you owe suppliers without straining the relationship, using a financier who pays the vendor now while you pay on longer terms. It frees up cash that would otherwise sit in payables.

Factoring

Sell your receivables for cash today instead of waiting on payer cycles. In a practice where insurance can take weeks, financing the receivable turns earned revenue into working capital you can use now.

Equity sale

Bring in an outside owner and use their capital to grow. You give up a share of the upside and some control, but you take on no repayment, and the right partner brings more than money.

04 · Exiting

Straight sale or private equity?

When it is time to turn the practice into cash, there are two broad paths. A straight sale is a clean handoff: you sell, you leave, you are done. A private-equity deal usually keeps you in the picture, rolling some of your proceeds back into equity in a larger platform and staying on for a few years.

As a rough rule of thumb from what I see, most exits are straight sales, somewhere in the range of 60 to 70%, with private-equity deals making up the other 30 to 40%. Treat that as my framing, not a hard statistic. The mix moves by specialty and by cycle, and the right path for you turns on what you want after the close more than on the averages.

The question under the question

Do you want a clean break, or a second bite? A straight sale gives you certainty and an exit. A PE deal trades some of that certainty for the chance to grow your rolled equity inside a bigger business, if the platform performs. Neither is right in the abstract. It depends on your age, your appetite, and your read on the buyer.

05 · Private equity, honestly

How PE creates value, and what a good partner brings

The term private equity invokes admiration, envy, and even fear. PE has pocketed huge and controversial sums in healthcare, and it is worth understanding how, without the mythology. Their model rests on three habits.

01

Aggressive use of debt

Debt finances the purchase and carries tax advantages, and it magnifies the return on every dollar of equity the sponsor actually puts in.

02

Focus on cash and margin

A relentless focus on cash flow and margin improvement. Every process is examined for whether it earns its keep.

03

A short hold

A short hold period, typically a handful of years, which concentrates the pressure to improve the business quickly and sell.

The other side of the ledger

What a good PE partner actually brings

Set against the fear, a strong partner brings real advantages you cannot buy alone. Quick access to capital when an opportunity appears. Insider connections and knowledge of what other investors are doing. Conversations and relationships you do not have access to on your own. And the experience of having run this play many times, which shortens your learning curve. The trick is telling a partner like that apart from one who only wants the levers. That is what the closing questions below are for.

06 · The returns engine

How private equity makes its money: three levers

Strip away the mystique and a leveraged buyout return comes from three sources. Understanding them tells you what your buyer will push on after the close, and where your rolled equity actually grows.

Lever 01Return source

EBITDA growth

(Exit-year EBITDA - Entry EBITDA) × Purchase multiple

Grow the earnings, then sell those extra dollars at the same multiple you paid. In healthcare the growth comes mostly from shared services: centralized revenue-cycle management, EHR scale, and the purchasing power that comes from negotiating supplier contracts across a bigger book of volume.

Lever 02Return source

Multiple expansion

(Exit multiple - Purchase multiple) × Exit-year EBITDA

Buy at one multiple, sell at a higher one on the same earnings. The exit multiple can rise from improved investor sentiment for the specialty, favorable macro conditions, and competitive auction dynamics when strategic bidders show up to compete.

Lever 03Return source

Debt paydown

Equity grows as the company's cash flow repays the loan

Think of a rental property. The tenant's rent pays down your mortgage, and your equity grows every month without you putting in another dollar. In a leveraged buyout the company's own cash flow is the tenant, retiring the acquisition debt and handing that value to the equity holders.

In healthcare specifically, the EBITDA-growth lever is driven primarily through shared services: consolidating revenue-cycle management, spreading EHR and back-office cost over more volume, and using scale to negotiate better supplier contracts. That is the operational core of most medical roll-ups.

07 · Know these before you negotiate

The deal elements that decide what you actually get

The headline price is the least interesting number in a deal. These five elements decide how much you keep, when you keep it, and what your life looks like after the close.

  1. 01

    Payment structure

    How much is cash at close versus paper you collect later. The headline price and the cash you actually receive at close are rarely the same number.

  2. 02

    Earnouts

    A slice of the price contingent on the practice hitting targets after the sale. It can bridge a valuation gap, or it can quietly move risk onto you for performance you no longer fully control.

  3. 03

    Rollover equity

    The portion of your proceeds you reinvest as equity in the new platform. It is your second bite at the apple, and it is also the piece most exposed to the platform's leverage and later acquisitions.

  4. 04

    Employment agreement

    Who you report to, for how long, on what terms, and what happens if it does not work out. After the close you are frequently an employee of the thing you used to own.

  5. 05

    Equity incentive plans

    How management and key providers share in the upside going forward. This is what keeps the people the buyer is counting on aligned and in their seats.

For a deeper walk through payment structures, earnouts, and rollover equity, see Pat Linden'sthree key deal-structure elements when selling to private equity. For how sponsors model the value-creation levers and the equity bridge, WallStreetPrep'ssources and uses tablewalks the mechanics.

08 · The gold

Questions to ask before you close

This is the most valuable page in the guide. The answers to these twelve questions tell you more about your next five years than the purchase price does. Ask every one of them, out loud, before you sign.

  1. 01Where in the fund life cycle are we, year 1 or year 7?
  2. 02Am I a platform or an add-on?
  3. 03How is my equity affected by additional acquisitions?
  4. 04How much leverage is the platform carrying, as a multiple of EBITDA?
  5. 05Who is on the board, and will I have a board seat or observer rights?
  6. 06What minority rights do I possess?
  7. 07What immediate changes does the GP intend to make post-closing?
  8. 08Who will I report to if I sign an employment agreement?
  9. 09What happens to key employees and family-member employees?
  10. 10Will compensation and benefit philosophy change?
  11. 11What is employee retention like within the platform?
  12. 12What resources will the platform or GP make available to our practice?

Free checklist

Get Josh's PE deal checklist

The twelve questions to ask before you close, in a one-page checklist you can take into the room.

Or skip ahead andget your Margin Map.

09 · Whose side the math is on

An independent CFO on your side of the table

A private-equity buyer arrives with sharper math than most owners have on their own side, and every number their analysts build is built for their return. You want the same firepower pointed the other way. I am an independent fractional CFO, paid only by you. I take no fee, commission, or referral cut from any buyer, private-equity firm, or broker.

My seat is the numbers. I get your financials ready, help you read the deal terms from your side of the table, and make sure you have real answers to those twelve questions before you sign. Your banker markets the practice, your attorney papers the deal, and the CFO layer makes sure the math is yours. I hold an MHA, I am FACHE-credentialed, and I have sat as the sell-side CFO on five closed transactions.

10 · Questions owners ask

Capital and private equity: common questions

What are the three stages where a practice needs capital?

Starting, operating, and exiting. Starting capital funds the build or an acquisition, and usually comes from SBA 7(a) or SBA 504 loans and joint-venture or group structures. Operating capital funds day-to-day growth through supply-chain financing, factoring your receivables, or selling equity. Exiting capital is the sale itself, either a straight sale or a private-equity deal. The point of naming the stages is to match the financing to the need instead of reaching for whatever is nearest.

What is the difference between an SBA 7(a) and an SBA 504 loan?

A 7(a) loan goes up to $5 million, carries a predominantly variable rate, and is the flexible option, covering acquisition, equipment, and working capital, with terms up to 25 years on real estate and shorter terms on working capital, and a down payment that starts at 10% but often lands at 20 to 30%. A 504 loan is built for fixed assets at a fixed rate: the SBA debenture goes up to $5.5 million, though a total project can exceed $20 million once you add the bank loan and your equity, with 25-year real estate and 10-year equipment terms and a 10% borrower down payment. In short, 504 for fixed assets at a fixed rate, 7(a) for flexibility. Confirm current SBA limits before you file, since they change.

How does private equity actually make its returns?

Through three levers. EBITDA growth is earnings improvement sold at the entry multiple, and in healthcare that growth comes mostly from shared services like revenue-cycle management, EHR scale, and purchasing power. Multiple expansion is buying at one multiple and selling at a higher one on the same earnings. Debt paydown works like a rental property, where the company's own cash flow retires the acquisition debt and hands that value to the equity, without the sponsor adding more money. A good deal usually pulls all three, and the aggressive use of debt is what magnifies each of them.

How does PE create value inside the practice after buying it?

By focusing relentlessly on cash flow and margin over a short hold, then improving operations across the platform. Common levers include reducing headcount, closing redundant facilities, eliminating unnecessary functions, divesting non-core assets, negotiating longer-term contracts, and expanding geographically. A good partner also brings things you cannot buy alone: quick access to capital when an opportunity appears, connections and inside information across the industry, conversations you would not otherwise get into, and the experience of having done this many times.

Straight sale or private equity, which is more common?

As a rough rule of thumb from what I see, most exits are straight sales, somewhere in the range of 60 to 70%, with private-equity deals making up the other 30 to 40%. That is my framing, not a hard statistic, and the mix moves by specialty and by cycle. The right answer for you depends on what you want after the close: a clean break, or a second bite through rollover equity and a few more years inside a larger platform.

What are the most important questions to ask a PE buyer before closing?

Start with where you sit and where the money sits. Ask where the fund is in its life cycle, whether you are a platform or an add-on, how additional acquisitions affect your equity, and how much leverage the platform already carries as a multiple of EBITDA. Then ask about governance and your people: who is on the board, what board or minority rights you have, who you report to, what happens to key and family employees, and whether compensation philosophy changes. The full checklist is in this guide, and the answers tell you far more than the headline price.

Why bring in an independent advisor if the PE firm has its own analysts?

Because their analysts work for them. A private-equity buyer arrives with sharper math than most owners have on their own side, and every number they build is built for their return. I am an independent fractional CFO, paid only by you. I take no fee, commission, or referral cut from any buyer, private-equity firm, or broker. My job is to get your numbers ready, help you read the deal terms from your side of the table, and make sure you understand the answers to those closing questions before you sign anything.

Start here

Get your numbers ready before the capital conversation.

Whether you are borrowing to grow or reading a term sheet from a PE platform, the work starts with numbers you can defend. The Margin Map rebuilds your margins, puts a cash forecast in your hands, and shows where the story will not hold up. Three weeks, $7,500 flat.