Got an unsolicited offer for your home care agency? What to do

Who is sending you this offer, and why now?

Most cold approaches to home care owners come from buyers who need add-on acquisitions to hit a growth plan. Private equity was involved in about 37 percent of the 110 home health and hospice deals LevinPro HC tracked in 2025, and one of the most active buyers on its list was Help at Home, a private equity-owned personal care company that added several personal care agencies that year. A platform that just entered your state, or one with a Medicaid managed care contract that covers your counties, often writes to every agency it can find there.

The sender tells you a lot about how the deal will go, so identify it before you reply.

PE-backed platform

A home care company owned by a private equity fund, buying agencies to add hours and territory. Usually closes, usually runs a full quality of earnings review, and often asks for an earnout or rollover.

Strategic regional operator

An agency or health system already serving nearby counties. It may pay more for density because it can fold your office into its own, and it is also the buyer most likely to be a competitor.

Search fund or independent sponsor

An individual or small team raising money for each deal, often with an SBA loan. Sincere, but the financing usually isn't committed yet.

Buyer-side intermediary

A banker, finder or "proprietary deal" sourcing firm writing on behalf of one or more buyers. Ask who the buyer is, who pays the intermediary, and whether you will ever be asked to sign a fee agreement.

How do you tell a serious buyer from a fishing expedition?

A serious buyer answers specific questions in writing without hesitating: who provides the capital, which home care, home health or hospice deals it has closed and in which states, and how it would finance yours. The full list of questions is in the table below. A buyer that can't name a closed home care deal, or that says it will "raise the money once we agree on terms," is still shopping.

Also ask why your agency. A real answer names something specific: your counties, your Medicaid waiver or managed care contracts, your private pay mix, your Medicare certification. A templated email that could have gone to a plumbing company is a mailing list, and you can answer it at your own pace.

What should you share before and after an NDA?

Before an NDA, share only what an anonymous summary would show: your service lines, the general area you serve, a revenue range and a rough payer mix. Don't send your name and license number together with financials, and never send client lists, caregiver rosters or pay rates, referral sources, or payer contract rates.

After an NDA, share what a buyer needs for a written range: trailing twelve months and two prior years of financials, adjusted EBITDA with your add-backs explained, billed hours or visits by payer, and caregiver headcount and turnover. Hold client names, individual caregiver pay and contract rates until a signed LOI, and if the buyer competes with you locally, until a clean team is set up. The FTC's guidance on pre-merger information sharing tells merging competitors to share the least information needed for due diligence, because they remain separate competitors until closing.

Read the NDA before you sign it. In home care the clauses that matter are a ban on hiring your caregivers and office staff, a ban on contacting your clients, referral sources and payers, and an end date. A buyer's standard NDA often protects the buyer more than you.

What do you lose by talking to only one buyer?

You lose your bargaining position. With one buyer, the buyer sets the price, the structure and the deadline, and your only alternative is to say no. That is why first numbers are often given on the phone, before the buyer has seen financials: "agencies like yours trade around six times" quietly becomes the most you can expect, and every later term is negotiated down from it.

The bigger risk comes after the LOI. Once you sign exclusivity, often 30 to 60 days and sometimes longer, you can't talk to anyone else. If the buyer's quality of earnings review finds that caregiver overtime was understated or an add-back doesn't hold, the buyer reduces the price, a move dealmakers call a re-trade or price chip. You can accept or start over months later, with staff who may have noticed the diligence visits. The same pressure moves value out of cash at closing and into an earnout or seller note.

Competition changes this even for the largest home care companies. In May 2023, Amedisys had a signed agreement to merge with Option Care Health in an all-stock deal. Optum then sent an unsolicited all-cash proposal of $100 per share, and in June Amedisys signed with Optum at $101 per share in cash, about $3.3 billion, and Option Care Health received a $106 million termination fee for giving up the first agreement. Your agency won't draw that kind of public bidding war, but the mechanism is the same: a second credible buyer is what improves both the price and the cash.

When is it fine to take the single offer?

Sometimes the buyer who called really is your best buyer. That is the case when it is the natural acquirer: it already serves the counties around yours, holds the same Medicaid waiver or managed care contracts, or needs your Medicare certification to enter the area. It is also fine when the price is clearly full against published ranges for your size and segment, or when speed and certainty matter more to you than the last half turn of EBITDA because of health, family, or a rate or wage change you see coming.

If you go ahead with one buyer, protect yourself in the LOI rather than in diligence. Get most of the price as cash at closing, keep exclusivity short, and write down the adjusted EBITDA the price is based on, so any reduction has to point to a specific diligence finding. Ask that exclusivity end automatically if the buyer proposes a lower price, fix how the working capital target will be set, and require proof of committed financing. Have a healthcare M&A attorney review the LOI before you sign, along with a CPA for the tax side.

Where Lartico Capital fits

Lartico Capital lets you put the approach next to interest from other qualified home care buyers without listing the agency. We tell you which other buyers fit and, with your approval, make private introductions. Your identity is shared only after you approve a buyer and it signs an NDA. You can keep talking to the buyer that contacted you the whole time.

Owners pay nothing and sign no exclusivity agreement with Lartico Capital; the buyer pays Lartico Capital's fee at closing. Lartico Capital is not a broker and doesn't negotiate for you, so your own attorney and accountant still matter.

Questions to ask the buyer before you share anything

Send these by email so the answers are in writing. How quickly and specifically the buyer answers tells you as much as the answers do.

How a $6 million headline shrinks with one buyer

This is how a single-buyer deal typically erodes: a number on the phone, an LOI built on it, exclusivity, and then a price that moves once the buyer's accountants arrive. Each step is small, and no single one feels like a reason to walk away.

What competitive tension can change

Competition doesn't make problems in the numbers disappear. What it changes is who absorbs them and how much of the price is paid in cash. The owner below found the same issues before going to buyers, so no buyer had a surprise to re-trade on.

How to test the offer quietly, step by step

None of this needs a public listing or an auction. The goal is two or three credible written offers, compared side by side within a few weeks, while the original buyer stays interested. This is general guidance, not legal or tax advice.

Sample replies to the buyer who called

First reply, to keep the buyer interested without granting anything: "Thanks for reaching out. I'm not running a sale, but I'm open to a conversation. Before I share financials, please send your NDA and a short note on your capital source, the home care deals you've closed and where, and what you'd need to give me a written range. I'm not in a position to agree to exclusivity at this stage."

If the buyer pushes for exclusivity or a fast answer: "I understand you want certainty before you spend on diligence. I'll consider exclusivity once I have a written LOI I'm prepared to sign, with the cash at closing, any earnout or note, how working capital will be set, and a short exclusivity period. I'm expecting to make a decision by [date], and I'd like your proposal to be part of it."

Neither reply names other buyers or invents offers. A serious buyer will work to your date.

Red flags in an unsolicited approach

One of these alone doesn't make a buyer a bad partner, but two or three together usually mean a slow, expensive process with a poor chance of closing.

If the buyer uses an SBA loan, what is your seller note worth?

Often far less than its face value suggests, so ask how the note fits the lender's rules before you agree to one. This matters when the buyer is an individual or a search fund financing the purchase with an SBA 7(a) loan. Under SBA's current lending rules (SOP 50 10 8.1, in effect for loans from October 1, 2026), a seller note can count toward the buyer's required equity only if it is subordinated to the lender and on full standby: no principal or interest payments for the entire term of the SBA loan. Interest can accrue and be paid after the SBA loan is repaid.

The same rules require at least 10 percent equity on a first acquisition and let standby debt and similar sources cover no more than half of it. A note that is not on standby counts as debt instead, and SBA caps total acquisition debt at the business valuation, so it can also limit the price the buyer can pay. A note you can't collect on for years is a very different asset from one paid monthly; the seller-notes guide covers the other terms to negotiate.