JoshiAdvisory
Care sector M&A ยท United Kingdom
I advise the owners and buyers of care businesses on sales, acquisitions and value creation.
For owners, a sale is not only a transaction. What changes hands is a business built over decades, with staff and residents in it, and who takes it on matters as much as what they pay. I have been the buyer across the table from families selling the homes they founded. That is a useful thing for the person advising you to have done.
Where you stand
How the business benchmarks today, what the market is paying for services like yours, and who would buy it and why. A clear view, whether or not a sale is ever the plan.
Building value
Where value can be added over the next few years, from occupancy and fees to staffing and the estate, and how to get there.
Buying and selling
For owners, a confidential sale with private equity and institutional buyers brought to the table. For buyers, acquisitions found off market or in a process. Both managed through to completion.
Selling
Most of what decides the outcome of a sale is settled in the preparation, before the process starts.
Every owner's situation is different. I start with what you want from a sale: value, tax, timing, inheritance, what happens to the staff and the business afterwards. Then I shape the process and the buyer list around it. That includes a one-to-one negotiation where a buyer is already at the table.
Accounts, business plan, teaser and information memorandum, and the proceeds to expect
The right buyers, approached directly and under confidentiality
Offers managed under competitive tension, terms negotiated
One buyer to binding offer: diligence, sale agreement, lenders
Terms and protections, not just the headline figure
A confidential sale
A care business is usually best sold quietly, so that staff, residents and families are not unsettled while it keeps trading. There is no public listing. A small number of buyers, chosen for your business, are approached under confidentiality.
I run the full preparation with you and your existing advisers: the financial pack, the teaser and information memorandum, and a clear view of the proceeds you should expect. Offers then come in structured rounds, and one buyer is taken through to a binding offer, with diligence, the sale and purchase agreement and ancillary documents, and lender management run through to completion.
The buyers
Private equity and institutional buyers are active in this market and appear in plenty of marketed processes. What most sellers lack is a direct route to them, and an adviser who knows how they negotiate. I spent a decade on their side of the table and know how they think, what they pay for and how they decide. What happens to the business afterwards is part of choosing between them.
Key value drivers
How full the home is, and how stable that has been
Split between private and publicly funded, and how they have moved
Agency spend and staffing cost
Ratings, compliance and inspection history
Freehold or leasehold, condition and en-suite provision
Each is evidenced in the last three years' accounts and a forward business plan, prepared with the support of your accountant and calibrated for a sale process.
Share sale or asset sale
This decides the tax outcome and the regulatory one together, and it needs settling early. On a share sale of the registered entity there is generally no CQC re-registration. On an asset sale the buyer must register, both sides apply, and the timetable belongs to CQC rather than to the parties: months rather than weeks, and completion waits for it.
Which route is right depends on your own position: tax, the property, what you keep and what you hand over. I work through it with you and your accountant before the process starts.
Buying
Well-run care businesses tend to change hands through people who know the owners.
I advise private equity platforms, family-owned groups, REITs and operators growing by acquisition, on anything from a single home to a platform, alongside your own advisers or helping you appoint the right ones. On any transaction I act for one side only, and nothing an owner shares with me is passed to a buyer without that owner's agreement.
At CVC I sat on the buy side of transactions from single-home acquisitions to platforms worth several hundreds of millions of pounds. I led the building of a care platform from its first acquisition and sat on its board throughout, so the plan for the first years of ownership goes into the valuation from the start.
Where to buy and what to look for, with owners approached directly
What the business is worth to you, and what the numbers rest on
An offer and terms built around what the seller is weighing
Diligence scoped for care, structure, lenders and the sale agreement
Whether a business is found off market or bought in a process, the diligence that matters is specific to care: registration timelines that can set the completion date, income that rests on a local authority or NHS contract, staffing cost once agency is counted, and the condition of the estate.
About
Amit Joshi has spent more than a decade in private equity and M&A, most recently as an Investment Director at CVC, one of the world's largest private equity firms. He has invested in and sat on the boards of asset-backed businesses across healthcare, infrastructure and energy, on transactions totalling over £1bn.
His focus for the last five years has been care. He led the buy-and-build of a nursing home group in Ireland: buying homes from the families who founded them, raising the bank funding, sitting on the board, and working with management to grow it.
CFA Charterholder. MSc Finance, Imperial College London.
If a conversation would be useful, with no obligation either way, do get in touch.