Companies, law firms, and venture capital and private equity funds rely on us to lead their contract review and due diligence process. We bring material issues to the attention of decision makers early in the process, dramatically impacting the timing and costs of the transaction.
Here are some examples of how we’ve teamed with our clients to deliver fast, accurate due diligence analysis.
Challenge: A publicly held hospital company needed to review all contracts associated with its acquisition of a multi-site provider of diagnostic imaging and family practice services.
Solution: Clear Diligence reviewed over 350 agreements, including medical services agreements, provider participation and other managed care agreements, employment agreements, leases, promissory notes, facilities agreements, and equipment financing documents.
Key issues: Payor financial terms, provider exclusivity, non-competes, certain benefits (such as tail insurance), incentive compensation terms
Challenge: A public, nationwide healthcare provider had to review over 5,000 contracts associated with the acquisition of a large not-for-profit hospital in a major metropolitan area.
Solution: Clear Diligence worked closely with the client’s law firm, and provided VDR assistance and customized deal management services. Documents reviewed included physician contracts, service agreements, facilities management contracts, and equipment agreements.
Key issues: Physician compensation terms, termination provisions, transfer restrictions, missing and late signatures
Challenge: A healthcare company needed to review all contracts associated with the acquisition of a healthcare information technology services company.
Solution: Clear Diligence reviewed over 500 contracts with subcontractors (master agreements, statements of work, NDAs), clients (master agreements, work orders), employees (employment, severance, loan), and service providers.
Key issues: Term expiration, restrictive covenants, transfer restrictions, missing agreements, drafting errors
Challenge: A regional owner and operator of hospitals needed assistance with contract due diligence in support of the acquisition of a majority ownership interest in several additional hospitals.
Solution: Clear Diligence reviewed all contracts associated with the acquisition. Documents included physician, facilities, equipment, and real estate agreements.
Key issues: Physician compensation terms, termination, assignment provisions, missing and late signatures
Challenge: A law firm required assistance in its representation of an acquisition of a 150+ site nationwide retail chain valued in excess of $3 billion.
Solution: Clear Diligence reviewed 1,000+ real estate documents associated with over 40 material properties.
Key issues: Sale/leaseback terms, lease duration and expiration, termination rights, assignability, use restrictions and financeability of leasehold interests
Challenge: A large hospital operator needed to unwind a joint venture with an academic medical center.
Solution: In the divestiture, Clear Diligence assisted the seller in identifying and resolving internal contract management issues; organized and assisted with VDR population of the contracts; and prepared the contract schedules for the purchase agreement in coordination with seller’s counsel. The engagement included the review of more than 1,600 contracts.
Key issues: Physician compensation terms, termination provisions, term status issues, transfer restrictions, missing and late signatures
Challenge: Counsel for a private equity firm required due diligence support regarding the acquisition of a nationwide staffing services company with more than 6,000 staffing and business-related contracts.
Solution: Within 72 hours, Clear Diligence was able to triage all contracts, provide a report to counsel showing categories and volume for all contracts in the VDR, and assist with targeting their legal review. Clear Diligence provided contract matrixes and identified certain data points for counsel’s legal review.
Key issues: Assignment provisions, non-compete form deviation