Due Diligence Guide · Hospice & Palliative Care

Acquiring a Hospice Agency? Know What to Look for Before You Sign.

From Medicare cap exposure to referral source concentration, this guide covers every critical due diligence item for hospice and palliative care acquisitions.

Find Hospice & Palliative Care Acquisition Targets

Hospice acquisitions carry unique regulatory, clinical, and billing risks that standard business due diligence frameworks miss entirely. Medicare certification, annual cap calculations, OIG scrutiny, and referral anti-kickback compliance require specialized review before closing any deal in the $1M–$5M revenue range.

Hospice & Palliative Care Due Diligence Phases

01

Financial & Billing Review

Validate reported revenue, normalize EBITDA, and quantify Medicare overpayment and cap exposure hidden in historical cost reports.

Medicare Cost Report & Cap Analysiscritical

Review the last three Medicare cost reports and calculate current cap position. Approaching or exceeding the annual cap materially limits future revenue and signals potential billing compliance risk.

EBITDA Normalizationcritical

Adjust for owner compensation, related-party rent, personal expenses, and one-time costs. Hospice EBITDA margins of 20–30% are achievable but frequently obscured in owner-operated agencies.

Payer Mix & ADC Trend Analysisimportant

Analyze average daily census trends, payer mix, and live discharge rates over 24 months. Declining ADC or rising live discharges can indicate eligibility documentation problems or referral instability.

02

Regulatory & Compliance Review

Assess CMS certification status, survey deficiency history, and OIG exposure before assuming any liability tied to prior billing practices.

CMS Survey & Deficiency Historycritical

Pull all state survey reports and condition-level deficiency findings from the last three years. Active enforcement actions or unresolved plans of correction are deal-stopping red flags.

OIG & RAC Audit Exposurecritical

Request documentation of any OIG investigations, RAC audits, or Medicare recoupment demands. Undisclosed overpayment liabilities routinely surface post-close and can exceed hundreds of thousands of dollars.

Anti-Kickback Statute Compliance for Referralsimportant

Review all referral source agreements, marketing contracts, and medical director arrangements for AKS safe harbor compliance. Non-compliant referral relationships create federal liability that transfers with the business.

03

Operational & Clinical Assessment

Evaluate census quality, staff stability, and the strength of referral relationships that determine post-acquisition revenue sustainability.

Clinical Staff Licensure & Retention Riskcritical

Verify active licensure for all RNs, social workers, and the Director of Nursing. Identify key personnel flight risk, as clinical staff departures directly impact census capacity and Medicare compliance.

Referral Source Concentrationimportant

Map admissions by referral source for the prior 24 months. Any single hospital, SNF, or physician practice exceeding 20% of admissions represents significant revenue concentration risk post-close.

QAPI Documentation & IDT Recordsstandard

Review Quality Assurance and Performance Improvement meeting minutes and interdisciplinary team documentation. Gaps signal compliance weakness and increase post-close survey deficiency risk.

04

Phase 4: SBA Financing and Deal Structure Validation

Verify the Hospice & Palliative Care acquisition qualifies for SBA financing, the purchase price is supportable by the verified cash flow, and the deal structure protects the buyer's downside.

SBA Eligibility Confirmationcritical

Confirm the Hospice & Palliative Care meets SBA 7(a) eligibility requirements: the business is for-profit, U.S.-based, within SBA size standards, and the buyer meets personal financial requirements. Some industries have specific SBA restrictions — verify before LOI.

Normalized EBITDA vs. SBA Debt Service Coveragecritical

Model verified normalized EBITDA against projected SBA loan payments at current rates. A $1M SBA 7(a) loan at 10.5% over 10 years costs approximately $13,000/month. The Hospice & Palliative Care must generate at least 1.25x debt service coverage after a market-rate manager salary to pass underwriting.

Seller Note and Earnout Structure Reviewimportant

Confirm the seller note is properly subordinated to the SBA loan and goes on 24-month standby as required by SBA rules. If an earnout is included, define exact measurement metrics, time period, and dispute resolution process before signing the purchase agreement.

Hospice & Palliative Care-Specific Due Diligence Items

  • Confirm Medicare provider agreement is in good standing and model the CHOW timeline, which typically takes 90–180 days and requires CMS approval before billing can resume under new ownership.
  • Verify the agency is not approaching the Medicare hospice aggregate cap; agencies billing above 97% of cap limit face automatic payment withholding and potential recoupment demands.
  • Request length-of-stay statistics segmented by diagnosis; unusually long stays in non-cancer diagnoses can attract OIG scrutiny and indicate eligibility documentation deficiencies.
  • Assess medical director agreements for fair market value compensation documentation, as below- or above-market arrangements with referring physicians create anti-kickback statute exposure.
  • Evaluate EMR system compatibility with your platform, as hospice-specific systems like Netsmart or Brightree contain census, billing, and compliance records critical to post-close operations.
  • Verify that the purchase price divided by verified normalized EBITDA produces a multiple consistent with current market comparables for Hospice & Palliative Care transactions — overpaying by 0.5x–1.0x EBITDA is the most common buyer error in this sector.
  • Confirm the lease terms are assignable to the buyer with the landlord's written consent, and that the remaining lease term extends at least through the SBA loan term — lenders require this before funding.
  • Request copies of all material vendor contracts, supplier agreements, and service relationships — confirm which are transferable, which require novation, and which may terminate on change of ownership.

Standard Document Request List

Before signing a Letter of Intent, request these documents from the seller. Missing or incomplete items are a red flag — not a reason to proceed without them.

  • 3 years of business tax returns (Schedule C or Form 1120)
  • Last 3 years profit & loss statements (monthly detail)
  • Current balance sheet and accounts receivable aging
  • Customer/client list with revenue by account (anonymized)
  • All active contracts, subscriptions, and recurring agreements
  • Equipment list with condition and estimated replacement cost
  • Employee roster with tenure, title, and compensation
  • Any pending or threatened litigation or regulatory complaints
  • Owner compensation and discretionary expense add-backs
  • Year-to-date financials vs. prior year same period

Frequently Asked Questions

What is the biggest hidden risk in a hospice acquisition?

Undisclosed Medicare overpayment liability and cap exposure. These often don't appear in standard financials but can result in six-figure recoupment demands surfacing months after closing.

How do hospice businesses typically get valued in the lower middle market?

Medicare-certified hospices with clean compliance records and stable ADC typically trade at 4–7x EBITDA, with higher multiples for agencies with diversified referrals and strong clinical leadership in place.

Can I use an SBA loan to acquire a hospice agency?

Yes. SBA 7(a) loans are commonly used for hospice acquisitions. Lenders will scrutinize Medicare certification status, compliance history, and normalized cash flow before approving healthcare service business loans.

How long does the Medicare change of ownership process take?

The CMS CHOW process for hospice typically takes 90–180 days. Buyers cannot bill Medicare under the new ownership until CMS approves the novation, making deal structure and timing critical.

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