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| Integration
Options Affiliation Process Equity Options Income Distribution Data Collection List How We Do It |
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THE MERGER PROCESS
The following document highlights the key aspects addressed by The LaPenna Group when engaged to facilitate the merger discussions of physician practices.
Individual, Confidential Physician Interviews
Financial Review of Each Practice (Prior Three Years)
Income & Expense
Liabilities
Real Estate
Physician Compensation/Residual
Financial Modeling, Merged Practices, Year One
Completed Summary Report - including an issues List
Establish timeline, and set regular meeting dates
Ownership/Equity Determination
Governance Issues Resolution
Income Distribution Formula
Real Estate
Legal Due Diligence/Document Preparation
Assignability of Present Contracts
Title to All Assets
Corporate Name/Corporate Vehicle
Document Preparation
Potential Operational Issues/Work
Personnel Wages, Benefits
Staffing Plan
Billing
Space/Schedules
Medical Records
Public Relations
THE MERGER PARTICIPANTS
Physicians
Facilitator
Financial Analyst
Accountant(s)
Attorney(s)
THE MERGER TIMELINE
| Phase One |
5 Weeks |
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| Phase Two |
16 -20 Weeks |
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Operational Issues Resolution |
On-Going |
PROPOSAL FOR MERGER FACILITATION
| Activity | Consultant | Timeline |
| Personal, confidential interviews with each physician) | Associate | Completion within two weeks of project initiation |
| Financial analyses of all practices, including three years' historical income and expense, balance sheet information, personnel costs, physician residual | Associate | Completion within four weeks of project initiation, assuming all practices submit data within first two weeks |
| Data entry for financial analyses described above | Clerical staff | As data are received, within two business days |
| Preparation of first year financial model for merged entity, with assistance of designated physician(s) | Associate | One week following completion of financial analysis |
| Preparation of narrative report listing critical issues and creation of first meeting agenda for physician resolution | Associate | In concert with completion of financial analysis |
| Facilitation of first meeting of physicians, review of critical issues and resolution | Principal and Associate (no charge for Associate's participation) | Within one week of submission of narrative report |
| Facilitation of income distribution model development* | Principal and Associate (no charge for Associate's participation) | Complete over a period of four-six weeks following first meeting |
| Facilitation of governance issues resolution* | Associate or Principal | Complete during four-six week period following first meeting |
| Total Timeline | Approximately 12 weeks |
*Indicates attendance and participation by attorney(s) and/or accountant(s).
