Guest ICannotDiscloseMyIdentity Posted August 6, 2007 Share Posted August 6, 2007 We are discussing the possibility of buying another TPA firm (owners looking to retire), but we have never done this before. We are looking at two TPA firms, each is about 1/4 our current size (we are a TPA firm). When all is done, if these both work out, we would have about 1200 small plans. We have retained competent legal counsel to help us along the way. However, we would like to hear from anyone else out there about good ideas that worked well, or ideas that turned out bad that we should avoid. Thank you. Link to comment Share on other sites More sharing options...
leevena Posted August 7, 2007 Share Posted August 7, 2007 We are discussing the possibility of buying another TPA firm (owners looking to retire), but we have never done this before. We are looking at two TPA firms, each is about 1/4 our current size (we are a TPA firm). When all is done, if these both work out, we would have about 1200 small plans. We have retained competent legal counsel to help us along the way. However, we would like to hear from anyone else out there about good ideas that worked well, or ideas that turned out bad that we should avoid.Thank you. I have been through two sales. What type of information are you asking for? I assume that legal issues are covered, since you mentioned "competent legal counsel." There is much that can be considered, so can you be a little more specific? For example, are you talking about evaluation, administrative issues, how to structure the financial deal, etc. Thanks. Lee Link to comment Share on other sites More sharing options...
Demosthenes Posted August 7, 2007 Share Posted August 7, 2007 Couple of quick thoughts, Method - straight purchase or earn out? I'd go with an earn out that way the current owners have an incentive to work for a smooth transition. Quality of receivables - age of receivables and likelihood of actually collecting is far more important that their appearance on the balance sheet. Letters of intent - are minimums to qualify for no load purchases unsatisfied? How long does the grace period run and how likely is it that you will meet the minimums? Link to comment Share on other sites More sharing options...
JanetM Posted August 7, 2007 Share Posted August 7, 2007 Have you checked the staff competence levels? Are you sure they did satisfactory quality work? Will you assume liability for past errors? JanetM CPA, MBA Link to comment Share on other sites More sharing options...
Guest ICannotDiscloseMyIdentity Posted August 7, 2007 Share Posted August 7, 2007 For the first one, the structure of the financial deal will include cash and a portion of earn out, but we had a lot of discussion about the pros and cons of this and we're not sure if this is how we want to structure the other TPA purchase. We are getting close to the point where we can go in and actually look under the hood - financial books, administration, compliance, etc. We can walk away if it looks bad. We have looked at the quality of the staffing, although we have not done any informal "interviewing" to confirm. For one of the TPAs, we are discussing the possibility of taking on their past (stock purchase). But for the other, we will definitely not do that, theirs will be an asset purchase. So, we have some idea of what to look for, but with no past experience, what kind of things should we be especially looking out for? Demosthenes, you mentioned to look at the quality of receivables - thanks, we'll be sure to look at that. I'm not sure what is meant by minimums for no-load purchases. Link to comment Share on other sites More sharing options...
JanetM Posted August 7, 2007 Share Posted August 7, 2007 When checking quality of their work you will need for them to disclose how many clients have been audited, what is the turnover rate for clients, get client references since you are buying the book of business. If the majority of the client base is small, do a complete review of some risky clients. Make sure the TPA isn't bending the rules to keep the client happy. JanetM CPA, MBA Link to comment Share on other sites More sharing options...
John Feldt ERPA CPC QPA Posted August 7, 2007 Share Posted August 7, 2007 Assuming they do the plan document work too, you should verify that the required interim amendments have been done timely, including sending any SMMs. Check the GUST document signature dates to make sure they were adopted timely. Your counsel hopefully has advised you to have the seller sign a non-compete. Link to comment Share on other sites More sharing options...
Demosthenes Posted August 8, 2007 Share Posted August 8, 2007 I have seen TPA's sign Letters of intent with Mutual Fund Companies whereby the Mutual Fund Company waives loads if the TPA places X$ in the fund in Y time, usually $1.0m in one year. It can be part of a sub accounting agreement with the fund company or a separate letter agreement. The problem is that if the TPA doesn't hit the minimum deposit level, the loads are applied retroactively. Not a pretty sight Link to comment Share on other sites More sharing options...
TPAacquistion101 Posted October 17, 2011 Share Posted October 17, 2011 We are discussing the possibility of buying another TPA firm (owners looking to retire), but we have never done this before. We are looking at two TPA firms, each is about 1/4 our current size (we are a TPA firm). When all is done, if these both work out, we would have about 1200 small plans. We have retained competent legal counsel to help us along the way. However, we would like to hear from anyone else out there about good ideas that worked well, or ideas that turned out bad that we should avoid.Thank you. Any suggestions on were to look for TPA firms for sale? If you know of any TPA firms for sale, can you please suggest them to us. We are currently looking to expand our operation thru acquistion. Any help, ideas or suggestions you can provide will greatly be appreciated. Link to comment Share on other sites More sharing options...
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