Building a Repeatable Playbook for a Healthcare Roll-Up

The situation

Lucia, a specialist physician, and Grace, who ran operations and finance for their practice management platform, had spent three years building something unusual for the Collingwood area: a group of affiliated medical and dental practices sharing back-office staff, billing systems and a common brand for patients, while each practice remained clinically independent. The strategy was what they called a tuck-in series — acquiring small, well-run independent practices one at a time and folding each into the existing platform rather than building new locations from scratch.

They had already closed two acquisitions. Both deals worked out financially, but neither had been pleasant to execute. The first was negotiated by a lawyer who specialized in commercial real estate, not healthcare transactions, and produced an agreement that was thin on the representations and warranties a buyer actually needs when acquiring a regulated practice. The second used a different lawyer entirely, who built a much heavier agreement with an earnout structure the first deal never had. Staff at the two practices ended up on different onboarding paperwork, different notice periods, and different restrictive covenant language. Grace was the one fielding the integration headaches months after each closing.

With three more acquisitions identified for the following year — including a dental practice owned by Franco, a dentist who had built his practice over two decades — Lucia and Grace wanted something different: one acquisition agreement template, one due diligence checklist, one set of standard terms, used consistently across every deal in the series.

What the review found

Our team started by reviewing the two completed acquisitions side by side, and the inconsistencies went deeper than paperwork style. The first agreement's representations and warranties said almost nothing about the practice's patient records, billing compliance history, or whether the seller's professional corporation had any outstanding regulatory complaints — gaps that leave a buyer with no recourse if a problem surfaces after closing. The second agreement had strong representations but a restrictive covenant, the clause stopping a departing seller from opening a competing practice nearby, that was so broadly worded it risked being unenforceable if ever challenged. Courts read non-compete clauses narrowly, and one that reaches too far in geography or duration can fail entirely rather than simply being trimmed back.

There was also a structural issue neither prior deal had handled the same way. Physicians and dentists in Ontario operate through professional corporations, and the rules governing those corporations generally restrict share ownership to licensed members of the profession. A platform like Lucia and Grace's cannot simply buy shares in a seller's professional corporation the way an ordinary buyer would acquire a business. Instead, these deals are typically structured as asset purchases — the platform buys the practice's equipment, goodwill, patient list custodianship and lease, while the seller's professional corporation is wound down or continues to exist as an empty shell — paired with a management services agreement under which the platform provides administrative support in exchange for a fee. The first two deals had reached similar outcomes through different routes, with different tax characterizations of the purchase price between goodwill and equipment, which matters because equipment and goodwill are treated differently for both sales tax purposes and for the seller's own tax planning.

None of this had caused a crisis. But it meant every new acquisition started from a blank page, with legal costs and negotiation time that didn't shrink as the platform gained experience.

What we did

1. Built a standard asset purchase agreement template. We drafted a base agreement covering the assets typically acquired in these deals — equipment, leasehold improvements, goodwill, and custodianship of patient records — with a consistent representations and warranties schedule addressing regulatory standing, billing compliance, employee matters and outstanding liabilities, so every future deal started from a complete document rather than a blank one.
2. Standardized the restrictive covenant language. We built a non-compete and non-solicit clause scoped narrowly enough in geography and duration to hold up if ever tested, while still meaningfully protecting the platform's investment in each acquired practice. This clause governs a seller giving up competitive rights in exchange for sale proceeds, which is treated differently under Ontario law than a non-compete imposed on an ordinary employee.
3. Created a repeatable due diligence checklist. The checklist walked through regulatory college registration transfers, lease assignment consents, staff employment records, equipment liens, and patient record custodianship obligations in a consistent order, so nothing depended on which reviewer happened to run a given deal.
4. Standardized the deal structure and tax treatment. We settled on a consistent split between goodwill and equipment in the purchase price allocation, discussed with each seller's own accountant, and paired every asset purchase with a matching management services agreement so the platform's relationship with each practice looked the same on paper regardless of which practice it was.
5. Piloted the playbook on Franco's practice. Franco's practice became the first deal run entirely on the new template. We negotiated the purchase price, walked through the standardized due diligence checklist with him, and used the same restrictive covenant and employment terms that would apply to the next two acquisitions in the series.
6. Handled the two acquisitions that followed using the same documents. With the template validated on Franco's deal, the next two acquisitions moved through due diligence and negotiation substantially faster, because sellers' counsel were reviewing a known quantity rather than a new agreement each time.

The outcome

All three acquisitions closed within the following year, bringing the total value of practices folded into the platform to roughly $58 million in combined purchase price across the series to date — within the broader range Lucia and Grace had budgeted for the roll-up. Franco's practice was acquired for roughly $4.2 million, split between goodwill and equipment in a proportion the group's accountant confirmed matched how the practice's earnings actually broke down.

The efficiency gain was the clearest win. The first two acquisitions, negotiated from scratch with no shared template, had taken a combined several months of legal work and produced two agreements that didn't match each other in coverage or protection. The three tuck-ins that followed the new playbook closed faster individually and, because the base agreement and due diligence checklist didn't need to be rebuilt each time, at a noticeably lower incremental cost per deal. Grace stopped fielding integration disputes rooted in inconsistent paperwork, because every acquired practice's staff came in under the same employment terms and every restrictive covenant used language built to hold up.

Franco, for his part, appreciated having a clear checklist rather than an open-ended negotiation — he knew from the outset what representations he would need to make, what the restrictive covenant would cover, and how the purchase price would be allocated for tax purposes, which let his own accountant plan around the sale well before closing. The platform now has a fourth and fifth acquisition under review, and both are expected to run through the same template.

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