--- title: "Buying a Home Health Agency: M&A Legal Guide" description: "Buying a home health agency? Medicare certification transfer, change of ownership (CHOW) procedures, state licensure, and legal requirements for home health acquisitions." canonical: "https://acquisitionstars.com/buying-a-business/home-health-agency" firm: "Acquisition Stars" practice: "M&A and securities law" office: "Novi, Michigan (serves clients nationwide)" contact: "consult@acquisitionstars.com | 248-266-2790" --- # Buying a Home Health Agency Home health agency acquisitions are governed by one of the most complex regulatory frameworks in healthcare M&A: the Medicare Change of Ownership (CHOW) process. CMS regulations require specific procedures when a Medicare-certified home health agency changes ownership, and failure to follow them can result in a new owner being required to re-enroll as a new provider - losing the seller's Medicare certification entirely. This is not a theoretical risk. It has happened to buyers who did not have healthcare regulatory counsel. Typical deal: $300K - $5M Structure: Asset Purchase (with specific Medicare certification transfer procedures) [Request Engagement Assessment](https://acquisitionstars.com/consultation) Key Legal Issues **Selective M&A Practice** **Personal Attention** Senior Counsel on Every Deal ## The Home Health Agency Acquisition Landscape The U.S. home health industry generates approximately $110 billion annually and serves approximately 5 million patients. Medicare is the dominant payer, representing 60%+ of revenue for most agencies. The industry has been undergoing consolidation, with PE-backed groups like LHC Group, Amedisys, and Enhabit acquiring independent agencies. Independent agencies with Medicare certification and CHAP or ACHC accreditation are actively sought acquisition targets. ## Key Legal Considerations Home Health Agency acquisitions involve industry-specific legal issues that general business attorneys often miss: 1 Medicare CHOW (Change of Ownership): CMS regulations under 42 CFR 489.18 govern change of ownership for Medicare-certified providers - following the correct CHOW procedure preserves the seller's provider agreement for the buyer 2 State home health agency licensure: every state requires a separate home health agency license that is not automatically transferred on ownership change 3 Medicaid provider enrollment: if the agency accepts Medicaid, a separate Medicaid enrollment change process is required with the state Medicaid agency 4 CHAP or ACHC accreditation: Medicare-certified agencies often hold voluntary accreditation that must be maintained by the new owner under the accrediting body's change of ownership procedures 5 Referral source relationships: home health agencies depend on hospital discharge planners, physicians, and case managers for referrals - these are personal relationships that may not transfer automatically 6 Non-compete: home health is a relationship-driven business where the selling owner may have deep referral source relationships that represent significant goodwill value ## Due Diligence Checklist: Home Health Agency Acquisition Before closing on a home health agency purchase, verify each of these items: - Confirm Medicare provider agreement is in good standing with no survey deficiencies or open corrective action plans - State home health agency license status and CHOW notification requirements - Medicaid provider agreement review and change notification requirements - CHAP or ACHC accreditation status and change of ownership procedures with the accrediting body - Referral source concentration: which hospital systems, physicians, and case managers generate referrals - OIG exclusion list checks for all owners, officers, and managing employees - Cost report review: Medicare cost reports are key financial documents for home health - Clinical quality metrics: OASIS outcome data, rehospitalization rates, patient satisfaction scores ## Common Deal Killers These issues kill more home health agency acquisitions than bad economics: CMS CHOW procedure not followed correctly, requiring new provider enrollment that takes 90-180 days Open Medicare survey deficiencies or corrective action plans that CMS will not approve for CHOW Key referral source relationships discontinue referrals after the ownership change ### Why Legal Counsel Matters The Medicare CHOW procedure has specific timing requirements. If the buyer fails to provide CMS with timely notice and appropriate documentation, CMS can treat the transaction as a new enrollment rather than a change of ownership - meaning the buyer loses the seller's certified status and must re-enroll from scratch. This is a $500K to $2M problem depending on the agency's size. Healthcare regulatory counsel is not optional. ## Our Process: Home Health Agency Acquisitions A structured approach to home health agency acquisition counsel 1 ### Medicare CHOW Planning We map the CHOW procedure requirements and confirm all necessary documentation and timing to preserve the seller's provider agreement. 2 ### Regulatory Due Diligence Medicare survey history, state license status, Medicaid enrollment, CHAP/ACHC accreditation review, and OIG exclusion checks. 3 ### Clinical and Financial Due Diligence Census review, referral source concentration, cost report analysis, and quality metric assessment. 4 ### Purchase Agreement Negotiation CHOW-specific representations, Medicare provider agreement assignment provisions, referral source transition obligations, and regulatory indemnification. 5 ### Closing CHOW notification to CMS, state license transfer, Medicaid enrollment change, accreditation notification, and referral source introduction. [Request Engagement Assessment](https://acquisitionstars.com/consultation) ## Valuation Benchmarks: Home Health Agency Acquisitions Understanding how home health agency businesses are valued helps you determine whether a deal makes financial sense before engaging counsel. EBITDA Multiple 4.0x - 7.0x EBITDA ### Premium Drivers - CHAP or ACHC accreditation with strong Medicare star rating - Diversified referral sources across multiple hospital systems and physician groups - High case mix weight reflecting complex patient acuity and corresponding reimbursement premium - Strong geographic territory with demographic tailwinds (aging population, suburban market) ### Discount Drivers - Open Medicare survey deficiencies or corrective action plans at time of sale - Referral source concentration in a single hospital system or physician group - Declining census trend suggesting market share loss before the sale - Poor quality metrics (high rehospitalization rate, low patient satisfaction scores) ## Revenue Verification Methods Independently verifying revenue is critical in any home health agency acquisition. These methods help confirm reported financials before closing. 1 Medicare remittance data cross-referenced against cost report and bank deposits 2 Census records verified against care coordination logs and intake records 3 Referral source tracking reports to validate concentration and diversity claims ## Red Flags to Watch For Beyond standard deal killers, these warning signs require investigation during due diligence on any home health agency acquisition. Open CMS corrective action plan that CMS will not approve for CHOW processing OIG exclusion list match for any officer, owner, or managing employee Medicare billing audit or Zone Program Integrity Contractor (ZPIC) investigation open at time of sale Referral source relationships documented as personal to the selling owner with no formal agency relationship State license in probationary status or with conditions imposed by the state health department [Request Engagement Assessment](https://acquisitionstars.com/consultation) ## Frequently Asked Questions Common questions about buying a home health agency **What is the Medicare Change of Ownership (CHOW) process for a home health agency?** Under 42 CFR 489.18, when a Medicare-certified provider changes ownership, the new owner automatically accepts assignment of the existing Medicare provider agreement if proper CHOW procedures are followed. This requires written notification to the CMS regional office within specific timeframes, completion of CMS-855A or CMS-855B change of ownership form, and compliance with any state survey requirements. Properly executed CHOW preserves the seller's Medicare provider number and billing history. **How is a home health agency valued?** Home health agencies are valued on a per-patient-day or per-episode basis relative to EBITDA, or directly on EBITDA multiples of 4x to 7x. Key value drivers are Medicare census (number of active patients), case mix weight (reflecting patient acuity and corresponding reimbursement), geographic territory, and referral source diversity. Agencies with CHAP or ACHC accreditation command premium multiples. **What is OIG exclusion and why does it matter?** The Office of Inspector General maintains an exclusion list of individuals and entities barred from participation in Medicare and Medicaid. Hiring an excluded individual or purchasing from an excluded entity creates immediate liability. All owners, officers, and managing employees of the target agency must be verified against the OIG exclusion list before closing. ### Need Specific Guidance? Submit your transaction details for a preliminary assessment by our managing partner [Submit Transaction Details](https://acquisitionstars.com/consultation) ## Other Industries We Serve [Buying a Laundromat $200K - $1.5M](https://acquisitionstars.com/buying-a-business/laundromat) [Buying a Franchise $100K - $5M+](https://acquisitionstars.com/buying-a-business/franchise) [Buying a Car Wash $500K - $5M](https://acquisitionstars.com/buying-a-business/car-wash) [Buying a Hotel $1M - $50M+](https://acquisitionstars.com/buying-a-business/hotel) [View all industries →](https://acquisitionstars.com/buying-a-business) ## Related Resources [LOI Template for Acquisitions](https://acquisitionstars.com/loi-guides/loi-template-acquisition) [Purchase Agreement Negotiation](https://acquisitionstars.com/guides/purchase-agreement-negotiation) ## Related M&A Decisions [Asset Purchase vs Stock Purchase Which deal structure fits your acquisition?](https://acquisitionstars.com/blog/asset-purchase-vs-stock-purchase) [Earn-Out vs Upfront Payment Payment structure trade-offs for buyers.](https://acquisitionstars.com/compare/earn-out-vs-upfront-payment) [LOI vs Term Sheet When to use each document in your deal.](https://acquisitionstars.com/loi-guides/loi-vs-term-sheet) ## Considering a Home Health Agency Acquisition? Our managing partner provides selective M&A counsel for home health agency acquisitions nationwide. Submit your transaction details for a preliminary assessment. [Request Engagement Assessment](https://acquisitionstars.com/consultation) Selective M&A practice - Nationwide reach - Senior counsel on every deal ## Legal counsel for this topic Acquisition Stars handles M&A transactions nationwide and works with securities counsel on securities matters. Alex Lubyansky leads the M&A engagements. 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