Practitioner-led CIM review.
Calibrated to what healthcare buyers actually diligence.
Red flag identification, EBITDA bridge stress-test, reimbursement and regulatory review, and diligence question development for buy-side teams. Sell-side preparation for founders and bankers managing a process. Practitioner-built, delivered in days.
A CIM is built to sell. Generic diligence misses the risks written into the model assumptions.
A CIM presents the best version of the business - normalized EBITDA, clean revenue curves, provider productivity that trends in one direction. The gaps are in what is not in the document: the reimbursement concentration, the provider dependency, the lease obligations, the payor contracting exposure, the regulatory vintage. Most buy-side associates review a CIM against a generic checklist. They flag the obvious ones. They miss the healthcare-specific risks that are written into the model assumptions.
The 340B program designation that is not transferable post-close. The single payor contract at 45% of revenue that is up for renewal in eighteen months. The physician equity structure that unravels if two founders do not roll. The EBITDA normalization that assumes a provider productivity run rate that has never actually been achieved. By the time you are in the data room, you have already wasted a management meeting on a deal you should have passed on at IOI.
For sell-side, the mirror problem: the CIM your banker drafted looks like every other healthcare CIM. No buyer differentiation. No pre-emption of the questions your target buyers will ask at management meeting. No framing of the EBITDA adjustments a sophisticated buyer will push back on. The first round of buyer questions tells you what your CIM did not answer.
What a practitioner review delivers: a read-through calibrated to how an institutional healthcare buyer actually evaluates a deal - not just what is in the document, but what is missing and why it matters.
A deal-team-ready read - not a checklist.
Delivered as a structured review memo with supporting exhibits. Format varies by engagement - buy-side reviews include EBITDA bridge analysis, red flags, and diligence questions; sell-side reviews include gap analysis and buyer-meeting preparation.
EBITDA bridge and adjustment analysis
Line-by-line review of management’s presented adjustments - documented, benchmarked against sub-sector norms, and stress-tested. Unsupported normalizations flagged with the basis for pushback. An adjusted EBITDA range built from the ground up, not from the seller’s bridge - with the delta between seller-presented and buyer-defensible EBITDA sized for negotiation and LOI structuring purposes.
Revenue quality assessment
Revenue concentration analysis, payor mix validation against CMS and state data, trend sustainability review, and identification of one-time or non-recurring revenue that is not labeled as such. The revenue line is where most CIM representations diverge most sharply from diligence reality - particularly in sub-sectors with high MA penetration, rate-sensitive specialty pharmacy, or procedure-mix variability.
Red flag identification
The issues that move deal value or kill deals: provider dependency exposure, reimbursement concentration, regulatory vintage, payor contracting gaps, lease structure, and physician equity rollover risk. Each flag is ranked by materiality and presented with the diligence question that surfaces the full picture - and the closing structure implication if the answer confirms the risk.
Reimbursement and regulatory review
Sub-sector-specific reimbursement dynamics - 340B designation and transferability, specialty pharmacy exposure, CMS rate trends and hold-period implications, payor mix by site, and any regulatory considerations that affect continuity or compliance status post-close. The reimbursement picture that determines whether the margin profile in the CIM is durable or under structural pressure.
Diligence question list
A targeted question set built directly from the CIM review - organized by category, sequenced for management meeting use, and sized to the sub-sector risks. Not a generic LOI checklist. Each question is written to be asked on the call, designed to surface what the CIM did not address and to create the factual record your legal team needs for rep and warranty negotiation. The question your IC asks on the first review is already in this list.
Competitive and market context
Where the target sits in the sub-sector consolidation picture - active consolidators already in market, platform maturity benchmarking, and comparable transaction framing that validates or challenges the pricing thesis. The context that determines whether the multiple makes sense before you write the IOI.
Sell-side preparation
For sell-side engagements: management presentation structure and talking-point development, preemptive gap analysis built from the buyer’s perspective, EBITDA bridge framing that anticipates adjustment pushback, and buyer-meeting rehearsal against the questions your target buyers will ask. The goal is to arrive at the first management meeting having already answered the questions that derail processes - before they get asked.
A read-through calibrated to how institutional healthcare buyers actually evaluate deals.
Every CIM review is conducted by someone who has sat across the table from the operator, reviewed the data room, and closed healthcare deals at EBITDA multiples where a $100,000 normalization is worth $1 million to $1.4 million at exit.
- Document intake - CIM, management presentation, QoE package where available. The starting point is what you have, not what you wish you had.
- Sub-sector calibration - What are the reimbursement and regulatory risks specific to this vertical? What do PE buyers in this sub-sector ask about at management meeting? What normalization assumptions are standard versus aggressive?
- Practitioner review - EBITDA bridge, revenue quality, red flags, regulatory vintage, competitive positioning. Everything is benchmarked against what the sub-sector actually looks like, not generic healthcare norms.
- Output calibrated for deal use - Organized for IC review, LOI structuring, and management meeting preparation on Day 1. No internal cleanup required.
Delivered in two to five business days. Complex multi-site reviews or QoE package cross-referencing may extend the timeline - scoped on the discovery call.
Built for both sides of the transaction.
PE funds and PE-backed platforms
Reviewing a buy-side add-on CIM without dedicated sub-sector coverage on the specific vertical. Typical use: the associate covering the deal has not worked in the sub-sector before and needs a practitioner read-through before the IOI deadline or the first management meeting.
Investment banks - sell-side
Managing a sell-side process and preparing the CIM and management presentation for first-round buyers. Typical use: a banker needs a practitioner review of the draft CIM before distribution - identifying the gaps a sophisticated buyer will surface and the EBITDA adjustments that will be challenged.
Founders preparing for a sale process
Entering a sale process for the first time and wanting a buyer’s-eye view of the business before engaging a banker. Typical use: a founder wants to understand what a PE buyer will focus on, which adjustments will hold up under scrutiny, and where to address gaps before the data room opens.
Lean advisory firms
Running a process in a sub-sector outside their primary coverage. Typical use: a firm needs a practitioner read-through to ensure the CIM is calibrated to what institutional buyers in that vertical actually diligence - not a generic financial review.
Two to five business days typical.
Most CIM reviews deliver in that window. Complex multi-site documents or QoE package cross-referencing may extend the timeline. Scoped on the discovery call based on document volume and sub-sector complexity.
Fixed project fee.
Scoped by document complexity, sub-sector, and whether sell-side preparation or QoE cross-referencing is in scope. Standard structure: 50% deposit to kick off work, 50% net 30 on delivery. Healthcare M&AI does not use success fees, contingency compensation, or transaction-based pricing - all engagements are advisory research.
Recent engagements.
Client names and deal identifiers withheld. Output paraphrased to preserve confidentiality.
A PE-backed platform reviewing a behavioral health add-on CIM needed a practitioner read-through before the IOI deadline. Delivered an EBITDA bridge analysis identifying unsupported revenue normalization assumptions, understated facility lease obligations across four locations, and inconsistent provider productivity metrics that overstated the run-rate margin profile. Two findings required modification to the LOI structure; one was addressed in the purchase price adjustment mechanism. The deal team entered management meeting with a targeted question set that surfaced the full picture on the lease exposure and productivity assumptions before the data room opened.
A healthcare advisory firm managing a sell-side process in an adjacent specialty vertical needed a practitioner review of the draft CIM before distributing to first-round buyers. Delivered a gap analysis from the buyer’s perspective - identifying the reimbursement concentration question that every PE buyer in the vertical would ask, the EBITDA normalization that would not hold under standard buy-side scrutiny, and the physician equity structure that needed cleaner documentation before management meeting. The CIM was revised before distribution; the banker reported that the first management meeting ran on the seller’s terms rather than reactive to buyer gaps.
Common questions about CIM review and deal materials support.
Can you review a QoE package alongside the CIM?
Yes. QoE cross-referencing - validating the auditor’s normalization methodology against the CIM representations - is available as an extension of the standard CIM review. Scoped on the discovery call based on package volume and complexity.
How is this different from hiring a QoE firm?
A QoE is a financial audit engagement requiring data room access, management interviews, and weeks of process. A practitioner CIM review is a research layer: reading the document against sub-sector norms, flagging what does not hold up, and producing the question set that surfaces the gaps. It is built for the pre-LOI or early management meeting phase - not post-LOI confirmatory accounting work.
Do you work on sell-side mandates?
Yes. Sell-side CIM review and management presentation preparation are available for founders and bankers managing a sale process. Output includes preemptive gap analysis, EBITDA bridge framing that anticipates buyer pushback, and buyer-meeting preparation built from the buyer’s perspective.
What healthcare sub-sectors does your CIM review cover?
Core verticals with deepest practitioner experience include urgent care, oncology, post-acute, physician services (primary care, multi-specialty, specialty), ophthalmology, dental, and behavioral health. Adjacent verticals are scoped with additional intake during the discovery call.
Start a CIM review engagement.
Tell us the sub-sector, the deal stage, and whether this is buy-side or sell-side. We’ll scope the engagement on a 25-minute discovery call and deliver within two to five business days.