How to sell your home care agency confidentially

Who are you keeping the sale from, and why?

You are protecting the people who keep your census running. In home care a rumor costs you caregivers first, then billable hours, then referrals, and a buyer prices each of those losses into the deal on the trailing numbers.

Caregivers

They are paid by the hour, many already work shifts for a second agency, and they can start with a competitor next week. Recruiting is the bottleneck in most markets, so losing ten reliable aides during diligence leaves authorized hours you cannot staff.

Office staff and schedulers

Your scheduler holds the caregiver relationships and your office manager runs the payroll and census reports buyers ask for. They are usually the first to notice a sale and the most expensive people to lose in the middle of one.

Clients and families

A private pay family that hears the agency is changing hands may move to an agency they already know. Waiver clients have case managers who can move them to another provider if they doubt you will keep staffing the case.

Referral sources

Hospital discharge planners, care managers, and MCO service coordinators refer to the agency they trust to staff the case this week. Doubt about who will own you is a reason to call the next agency on their list.

Competitors

A competitor who learns you are selling has two cheap moves: recruit your best caregivers with a stability pitch, and tell your referral sources you are in transition.

Payers

Read your Medicaid provider agreement and each MCO contract for assignment or change of ownership terms before you go to market. If a payer has to be told or has to consent, you want that conversation started by your attorney on your timeline, not by a coordinator who heard a rumor.

Where do sale leaks actually happen?

Most leaks come from the process itself rather than from a buyer breaking an NDA. Each one has a simple control if you plan for it before the first buyer conversation.

A teaser that identifies you

"Medicaid waiver personal care agency in the Lafayette area, $4.2M revenue, founded 2009, 180 caregivers" describes one agency, and every local operator can name it. Use the state or a broad region, revenue and EBITDA bands, payer mix in percentages, and leave out founding year, office count, and unusual service lines until after the NDA.

Buyers calling your referral sources

Operators in your market often know your discharge planners and MCO coordinators. Bar any contact with referral sources, clients, payers, and staff without your written consent, and keep referral source calls until after a purchase agreement is signed, if they happen at all.

Site visits

Three people in suits walking through a home care office on a Tuesday are noticed by everyone in the scheduling room. Hold management meetings off site or after hours and save the office walkthrough for late diligence.

Data requests your office manager handles

If your office manager runs the payroll export, the hours by payer report, and the AR aging, they will know. Pull what you can yourself, have your CPA or outside billing company produce the rest, or bring them in deliberately under a confidentiality letter and a retention bonus.

Email, shared drives, and the office printer

Keep sale documents out of the agency inbox, the shared drive your scheduler can open, and the printer by the front desk. Use a personal email, a data room, and a calendar entry that does not say "call with buyer". Give your attorney, CPA, and buyers your cell number so nobody calls the front desk asking for you.

Wide outreach lists

A teaser emailed to hundreds of contacts multiplies the number of people who can guess who you are. Before anyone markets your agency, ask who will receive the profile, how those recipients are screened, and whether you approve each buyer before your name goes out.

What do buyers see before and after the NDA?

Before an NDA, a buyer should see enough to decide whether you fit its criteria and nothing that names you: segment, state or region, payer mix, revenue and adjusted EBITDA bands, and a rough census or weekly hours band. After the NDA, the buyer learns your name and receives a confidential information memorandum with real financials, but client-level and caregiver-level data should still wait for a signed letter of intent.

The order of disclosure protects you more than the NDA does. An NDA gives you a claim after the damage is done, and proving that a competitor hired your caregivers because of your data room is slow and expensive.

When should you tell your staff?

Most owners tell one or two key people after signing a letter of intent and everyone else at or right after closing. The key people are usually the office manager, the lead scheduler, and in a home health or hospice agency the administrator or director of nursing: the people a buyer needs to meet and whose departure would hurt the deal.

Tell them in person, explain why you are selling and what the buyer plans for the team, and put two things in writing: a short confidentiality letter and a retention agreement. A bonus paid entirely at closing helps you get to closing but does not keep anyone afterward, so split it, with part paid at closing and the rest six to twelve months later if they are still employed. Disclose these agreements to the buyer, who may share the cost.

Everyone else hears it at closing, ideally from you and the buyer together, the same day. Caregivers want four answers: whether their pay rate changes, whether their clients and schedules stay the same, who they call now, and what happens to accrued PTO. Have the scheduler text field staff the same day so no one learns it from a competitor's recruiter. Then call your top referral sources and MCO coordinators yourself that week.

If someone asks before then, do not lie and do not confirm. Something like "People approach agencies like ours all the time. If anything changes that affects you, you will hear it from me first" is true and ends the conversation.

Which filings make the sale visible before you announce it?

State licensing and Medicare filings can expose a sale before closing, so build your announcement around them. Florida, for example, requires written notice to AHCA and the buyer's license application at least 60 days before a change of ownership. For Medicare-certified home health and hospice agencies, CMS must be notified when a change of ownership is contemplated or negotiated, the change is reported on the CMS-855A within 30 days, and CMS publishes ownership and change of ownership data for these agencies on data.cms.gov with quarterly updates.

Buyer announcements are the other trigger. Addus HomeCare announced its agreement to buy Gentiva's personal care operations on June 10, 2024, and closed on December 2, 2024, after regulatory approvals: nearly six months in which the deal was public. If your buyer is a public company or a platform that issues press releases, agree in the purchase agreement on whether and when it announces.

What buyers typically see at each stage

Each stage should give a buyer enough to take the next step and price the deal, and nothing it does not need yet. The client list, the caregiver roster with contact details, and named referral contacts come last.

What should the NDA in a home care sale include?

In home care, the NDA clauses that protect your census are the ones about people: who the buyer may hire, who it may call, and who on its side may see your information. Have your M&A attorney review any NDA before you sign it, including one a buyer or a platform provides; nothing in this guide is legal advice.

Expect pushback on the employee clause. Buyers often ask to limit it to people they met or learned about in diligence and to carve out general job advertisements. In home care, where every operator runs job board ads all year, the advertising carve-out is reasonable. A recruiter targeting your caregivers by name is not.

How do clean teams and staged disclosure protect client lists and caregiver rosters?

A clean team is a small group on the buyer's side, usually outside advisers plus a few employees with no operational role, who review the most competitively sensitive data and report conclusions to the rest of the deal team. Use one when the buyer already operates in your market: client names, caregiver pay rates, and referral source volumes go to the clean team or the buyer's outside accountants, not to the regional director who competes with you for the same aides.

For client data, HIPAA allows disclosure for due diligence on a sale to a covered entity, or to an entity that will become one, as health care operations, and the minimum necessary standard still applies. In practice that means a de-identified census before the LOI and identifiable records only for sampling in late diligence. For caregivers, a roster with an ID number, start date, pay band, hours per week, and county answers almost every question a buyer has about retention and fill rate without handing over a recruiting list.

Illustrative timeline: a confidential sale of a small personal care agency

Assume a Medicaid waiver and private pay personal care agency in one state with $4M of revenue, $500,000 of adjusted EBITDA, four office staff, and about 150 caregivers. The numbers are illustrative; the point is who knows what, and when.

Filings and announcements that make the sale public

Map every filing date with your attorney before you sign a letter of intent, then set your staff announcement just before the first one others could see.

How Lartico Capital handles confidentiality

Lartico Capital never publishes your name, financials, or location. You tell us about your agency privately, we tell you who is buying agencies like yours, and nothing goes to a buyer without your approval, one introduction at a time.

When you approve a buyer, it signs an NDA before your identity is shared. There is no public listing, you can decline any buyer, and reviewing interest or offers does not commit you to a sale. Sellers pay nothing: the buyer pays Lartico Capital's fee at closing, with no retainer, tail, or exclusivity agreement with Lartico Capital. Lartico Capital is not a broker and does not negotiate for you, so keep your own M&A attorney on the NDA and the purchase agreement.