Closing a Healthcare Transaction: How to Set Yourself Up for a Smooth Close

This post is part of Mooradian Law’s ongoing Healthcare Transactions Series, where we explore legal, operational, and strategic issues that matter most to providers, investors, and entrepreneurs navigating the healthcare business. In this installment, we’re tackling how you can ensure a smooth closing in healthcare M&A.

Closing is the final step of a healthcare deal when the seller officially transfers ownership to the buyer and the transaction becomes legally effective. This occurs once all parties have fulfilled contractual obligations, executed all transaction documents, dispersed funds, and have any required consents or approvals in hand. Closing logistics demand close attention—last-minute surprises can delay or derail a deal. Below are key considerations and tips to ensure a smooth closing, from completing pre-conditions to coordinating the closing call.

Satisfy Pre-Closing Conditions and Regulatory Requirements

Purchase agreements often include conditions precedent that must be satisfied before the closing can occur. The parties should confirm that all such conditions in the agreement have been satisfied or validly waived prior to closing. This typically includes obtaining any necessary, board approvals, third-party consents, or regulatory clearances.

In healthcare M&A, pre-closing conditions can involve unique regulatory hurdles —such as state health department approvals (e.g., Certificate of Need), license transfers, and change-of-ownership (CHOW) filings—as well as potential antitrust clearance. Skipping or mismanaging this step could result in a prohibited transfer of a license, voiding the transaction or triggering penalties.

Tip: Maintain a robust closing checklist that tracks the status of every required item (e.g., regulatory notices, landlord consents, finalized schedules) and check each off as completed.

Coordinate Teams to be Ready on Day One

Well before the closing date, the buyer and seller should coordinate with internal teams—such as human resources, billing and collections, IT, credentialing, and compliance—to prepare for the transition. For example, notifying HR of the closing date allows them to migrate employees to the buyer’s payroll and benefits. Similarly,  billing and finance teams may need to redirect payor reimbursements or update banking details.

Some transitions may trigger payor re-enrollment requirements, updates to provider directories, or patient notices. Involving the operational teams who will do this work early on helps ensure continuity of care and compliance on day one.

Conduct a Final Closing Call and Checklist Review

Most healthcare M&A involves scheduling a closing call to verify final details. This call typically includes counsel, the parties to the definitive agreement, and any other key deal participants (e.g., outside lenders or investors). It serves as a final checkpoint: each closing condition is reviewed and confirmed as satisfied or waived, and parties verify that funds and signed documents are ready to go.

During the call, counsel will generally walk through the checklist to prevent any oversights. Key items  include:

• Conditions & Approvals: All regulatory approvals, third-party consents, and other pre-closing conditions are satisfied (e.g., state licenses).
• Documents: All required documents are signed, organized to be ready to be delivered to the appropriate parties.
• Funds: Wire transfers have been initiated or will be released upon instruction. Escrow agreements, if applicable, are executed and funds are properly allocated. Always double-check wire instructions for each recipient.
• Communication: All relevant stakeholders know the closing is happening. Regulatory filings or post-closing updates—such as Medicare applications or state notifications—are scheduled or submitted.

Final Thoughts

By confirming these items in the days leading up to closing, you can confidently bring the deal to a successful and compliant close. A well-managed closing is all about preparation and communication. When you satisfy all pre-conditions and ensure internal alignment, you minimize risk and pave the way for a clean handoff.

This article is the latest installment in our Healthcare Transactions Series. Stay tuned for our final post covering post-closing considerations.

Have questions or want to discuss a specific transaction? Contact us for guidance on your healthcare transaction:

Email: info@mooradian.law

Phone: (734) 219-4890

About the Author

Serj Mooradian is a healthcare attorney and the founder of Mooradian Law. With over a decade of experience at top national law firms, Serj focuses on healthcare transactions and regulatory compliance. He regularly advises on Stark Law, the Anti-Kickback Statute, HIPAA, and state fraud and abuse issues—bringing a practical, business-focused lens to each client matter.