Private equity investment in healthcare has grown from $5 billion annually in 2000 to an estimated $104 billion in 2024, and private equity firms now own 488 U.S. hospitals. Federal antitrust agencies, state attorneys general, payors, and the press are all paying closer attention to whether that ownership affects prices, access, quality, and long-term financial stability, and the FTC, DOJ, and HHS have launched a cross-government inquiry built specifically around private equity's role in healthcare. A well-designed transaction can still help a provider invest in technology, expand into new markets, and create liquidity for founders. But the deals most likely to survive that scrutiny are the ones where regulatory, business, and documentation decisions get made together, not addressed sequentially after the business terms are set. This guide covers what that discipline looks like in practice, from pre-LOI triage and MSO structuring to antitrust analysis for add-ons and the post-closing plan that determines whether a deal holds up after the ink is dry.

Co-chair of Barnes & Thornburg’s Private Funds and Asset Management Group

Scott Beal

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There are numerous instances where incorporating AI could benefit fund managers, from market analysis to automating research processes to simply freeing up managers’ time. It follows that such technologies will have a positive overall impact on fund performance.

How to Build Healthcare PE Deals

PE sponsors and dealmakers structuring, reviewing, or closing healthcare platform and add-on acquisitions Physician group owners and health system leaders evaluating a PE transaction or preparing a practice for sale In-house counsel and compliance officers responsible for MSO agreements, regulatory filings, and post-closing integration Investors and lenders assessing regulatory and antitrust risk in healthcare portfolio companies

Who Should Read This

Inside the Guide

Barnes & Thornburg stands out because of our deep healthcare and life sciences industry knowledge, paired with our practical and innovative advice. With more than 130 Healthcare Industry Practice attorneys in the firm, located across the country in 26 offices, we offer clients access to unmatched experience and subject-matter expertise. Many of our healthcare attorneys have worked for federal and state regulatory and enforcement agencies, healthcare and life sciences companies, and hospitals and health systems. This allows us to understand the unique challenges of our clients and provide valuable guidance through the maze of complex statutes, shifting regulations, and compliance program needs on matters involving:

That Can Withstand Scrutiny

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Medicare and Medicaid Internal and government investigations Complex litigation (including commercial, criminal, and civil FCA litigation) Data privacy and healthcare technology requirements

Managed care contracting Payor disputes Audits and reimbursement Operational and regulatory questions

Mergers and acquisitions Legal and compliance issues

We provide trusted guidance to your varied needs while minimizing risk and meeting business objectives. Our healthcare team includes more than 20 former U.S. Attorneys and Assistant U.S. Attorneys, along with a former supervisor and founding member of the DOJ’s Medicare Strike Force. Additionally, we have significant experience representing healthcare providers, hospitals, health systems, clinical labs, pharmacies, PBMs, nursing homes, behavioral health organizations, health IT companies, pharmaceutical and medical device manufacturers, and others.

Why the deal environment has changed — state transaction notice laws, the FTC/DOJ/HHS cross-government inquiry, and how regulatory triage should shape the LOI and deal calendar Building MSO and friendly-PC structures that separate business support from clinical judgment and hold up under substance-over-form review Diligence that follows the money and the care model, from coding practices and payor contracting leverage to translating findings into deal terms Antitrust analysis for platform and add-on acquisitions, including why a “merger” in name only can still draw regulatory scrutiny Risk allocation, tailored representations, and the 100-day integration plan that protects the deal thesis after closing

Launching a new practice, refining an existing model, preparing for sale, evaluating an acquisition — in each case, the questions raised here are far cheaper to answer now than to litigate, renegotiate, or explain to a buyer later.

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