Issue #9 | Week of June 1-5, 2026

The Pulse

46 announced transactions this week, up from last week's 35, with Services 28, Technology 18, and 7 platform deals. The platform count ticked up, with Kain Capital's investment in imaging platform RadX, Sheridan Capital's investment in alternative health plan provider Tres Health, LLR Partners' investment in home care software company AxisCare, and the Alliance/Atlas clinical research site merger, among others.

There were also several very interesting updates on previously announced deals, including regulatory divestitures from the significant Ascension / Amsurg acquisition, the closing of the fascinating FONAR take-private deal, pro forma financial disclosures in the Freeman / CHS divestiture, financial disclosures related to the first sizeable acquisition by Aveanna in a while, and a fairness opinion filing in the Cross Country Healthcare transaction. We also got floated financial figures from a sizeable medspa auction.

🤝 Announced and Completed Deals

Deal value: $3.9 billion | EV / Revenue: ~3.25x | EV / EBITDA: ~14.2x

The FTC approved Ascension Health's $3.9 billion acquisition of AmSurg this week under a consent order requiring Ascension to divest seven AmSurg ASCs in five metropolitan markets: Nashville (two sites), Panama City, Tulsa, Waco, and Wichita. Six of the facilities will be divested to SC Affiliates, a national ASC operator, and the seventh in Panama City to Florida Gastroenterology Center, an existing minority owner. The FTC's concern centered on overlapping outpatient surgical services in gastroenterology, ophthalmology, and orthopedics. Ascension will also be required to provide prior notice to the FTC for any future ASC acquisitions in the affected metro areas for ten years.

My take: AmSurg is no longer a public company after merging with Envision, which was then acquired by Blackstone and subsequently forced into bankruptcy. As a result, we had to rely on some estimates for this one (described in detail in the database). We estimated revenue and EBITDA using 2022 bond market research that showed approximately $1 billion in revenue with 22% to 23% EBITDA margins after minority interest distributions, then applied mid-single-digit organic growth to arrive at approximately $1.2 billion in 2025 revenue and $275 million in EBITDA. Against the $3.9 billion enterprise value, that produces multiples approximately 3.25x revenue and 14.2x EBITDA. Both estimates are near the high end of where institutional ASC platforms have transacted, reflecting the scale, specialty mix, and scarcity of a 250-plus center portfolio. Hopefully we’ll get some more financial details when Ascension reports its FY 2026 audit in December.

The seven-facility divestiture confirms that the FTC is willing to scrutinize health system ASC combinations even when the acquirer is a nonprofit. The specific markets flagged (Nashville, Waco, Tulsa, Wichita, Panama City) are smaller metros where combined Ascension and AmSurg presence would have accounted for a high enough share of outpatient surgical volume to attract concern. For anyone advising ASC sellers in markets where a health system is the likely buyer, the FTC's willingness to condition approval adds a regulatory risk factor that may need to be factored into timelines.

Deal value: $69.3 million net EV | EV / Revenue: 0.65x | EV / EBITDA: 4.3x

FONAR Corporation, the Melville, New York-based MRI equipment and imaging management company, completed its management-led take-private at $19.00 per common share. The acquisition group is led by CEO Timothy Damadian, alongside COO Luciano Bonanni and Director Ron Lehman, financed with a $35 million bank loan from OceanFirst, approximately $10 million in subordinated debt, and approximately $45 million in equity from the group and third-party investors. FONAR's shares have been delisted from Nasdaq.

The gross equity value, calculated from the DEFM14A using stated merger consideration applied to reported share counts, is approximately $123 million across all share classes. The acquisition group rolled their 248,774 common shares and 254,964 Class C shares into the new entity rather than receiving cash, so actual cash paid to public shareholders was approximately $116.7 million. Against $53.7 million in balance sheet cash, the net enterprise value is approximately $69 million (including the rolled equity), implying multiples of 0.65x revenue and 4.3x EBITDA, on what could very well be artificially depressed margins.

FONAR's primary business is managing imaging facilities, not owning or operating them, so the business is more akin to Alliance Healthcare Services (taken private in a two-stage deal at ~6.0x EBITDA in 2016 / 2017 and then sold to Akumin at ~8.2x EBITDA in 2021) than publicly-traded RadNet (somewhere north of 15x currently on AI radiology optimism). It’s HMCA subsidiary provides non-medical management services (billing, credentialing, staffing, IT, compliance, contract negotiation, marketing) to physician-owned diagnostic imaging centers across 44 MRI scanners in 28 centers in New York and Florida under long-term management agreements.

Historical financial results are below. It’s unclear whether the margin compression in 2025 was structural or cyclical, and whether management had any influence over the timing of expenses in a year when they were simultaneously preparing a buyout proposal.

FY2021

FY2022

FY2023

FY2024

FY2025

Net Revenue

$89,930

$97,592

$98,645

$102,884

$104,351

Growth

8.5%

1.1%

4.3%

1.4%

EBITDA

$21,179

$26,542

$19,329

$21,132

$16,088

EBITDA Margin

23.6%

27.2%

19.6%

20.5%

15.4%

Source: Audited financials FY2021–FY2024; internal statements FY2025. From SC 13E3

Forward looking figures from the fairness opinion are as follows:

Yr 1

Yr 2

Yr 3

Yr 4

Yr 5

Revenue

$107,543

$109,694

$111,888

$114,125

$116,408

Growth

3.1%

2.0%

2.0%

2.0%

2.0%

EBITDA

$16,180

$17,666

$19,216

$19,236

$19,261

EBITDA Margin

15.0%

16.1%

17.2%

16.9%

16.5%

My take: On the surface, this transaction looks like a management team acquiring a public company on the cheap. Peeling back the layers, this transaction still looks like a management team acquiring a public company on the cheap (lol). Whether any FONAR shareholder pursues appraisal under Delaware Section 262 rather than accepting $19 will be worth watching.

The history is interesting, to say the least, so we’ll ignore our strict word count limits for this one. We begin back in 1978, when Raymond V. Damadian, MD founded FONAR after inventing the MRI. Damadian built the world's first commercial MRI scanner, collected $128.7 million from GE in a Supreme Court patent infringement victory, and then watched the Nobel Committee award the 2003 prize for MRI to two other scientists while deliberately excluding him. His response was to buy full-page ads in the New York Times, Washington Post, and Los Angeles Times demanding they reverse the decision. The Nobel Committee did not respond. The episode did not help FONAR's reputation for corporate serenity, and the stock spent much of the subsequent decade trading well below any reasonable intrinsic value estimate.

The capital structure Damadian engineered in 1995 ensured that no outside shareholder could ever do anything about it. In that year, FONAR created Class C common stock carrying 25 votes per share and Class A non-voting preferred stock, distributing the Class C shares to existing Class B holders. By 2026, the Damadian family and their associates controlled approximately 42% of voting power while owning only about 4% of the economic equity. Public shareholders were economically entitled to most of the company's earnings and assets but had no practical ability to compel a dividend, a buyback, a strategic review, or a change of management. FONAR returned no money to shareholders throughout this period despite accumulating $53.7 million in cash. The stock traded accordingly: at a persistent discount, because the market prices in governance risk every day and had 30 years of evidence on which to base its assessment on this one.

Timothy Damadian, Raymond's son, left FONAR in 2001 to form Integrity Healthcare Management, a direct competitor to HMCA, managing 11 MRI centers in New York and Florida. He sold that business in 2007, returned to FONAR as a consultant in 2010, and became CEO in 2016. In July 2025, he proposed to buy the whole company for $17.25 per share. The man who left to build a competing business, sold it, came back, and then bought it from public shareholders at 4x EBITDA is not a character you would find credible in a corporate governance textbook. He is, however, the sole manager of FONAR LLC, the new private entity that now owns the company.

The Damadian family spent decades fighting to get credit for what they built and eventually got the whole thing for cheap at the expense of public shareholders.

Reuters reported that LaserAway, the Los Angeles-based medspa chain backed by Ares Management and Seidler Equity Partners, has launched a sale process with Harris Williams expected to value the company at more than $2 billion. According to the reporting, the company generates approximately $150 million in EBITDA annually and operates 219 locations, up from 74 when Ares made its initial investment in 2021.

My take: The implied EV/EBITDA of 13x or above on a laser and aesthetic services platform is a useful institutional data point for the medspa category, but it’s not the first. LaserAway's implied multiple is consistent with, and actually slightly below prior comps, all of which were considerably smaller. However, those were higher growth assets at an earlier stage for industry consolidation. If LaserAway clears at or above $2 billion, it will confirm that the institutional multiple for scaled medspa platforms has not compressed despite the softness we discussed in Issue #7. It will also inform the exit math for the 30-plus PE-backed medspa platforms currently in hold, several of which are approaching recapitalization windows. A few things distinguish LaserAway from the typical comp: the service mix is weighted toward laser hair removal rather than injectables, which is characterized by bundled pricing and lower clinical dependency, and 219 locations without a single closure in 20 years is a track record that is strong to quite strong. For independent medspa operators evaluating exit timing, the LaserAway multiple will not translate directly to smaller practices, but it may still lead to stronger tuck-in offers for the next 12 to 18 months.

Deal value: $147 million | EV / Revenue: 3.97x

Health Catalyst divested Vitalware, its mid-revenue cycle software business, to Med-Metrix for $147 million in cash. Vitalware generated approximately $37 million in FY2025 revenue and holds a best-in-KLAS designation. Before the announcement, the company's entire enterprise value was approximately $190 million.

My take: In a week full of rumors, estimates, and FONARs, the 3.97x revenue multiple on a KLAS-rated mid-revenue cycle software business is actually the week's cleanest new comp. Mid-revenue cycle software covers charge capture, coding, and CDI functions with a customer base of hospitals and health systems that depend on it for billing compliance and an almost entirely recurring software subscription revenue model. I’ll give $5 to anyone who can workout HCAT’s current implied EV / Revenue multiple pro forma for the deal.

Deal value: $175.5 million | EV / Revenue: 1.46x | EV / EBITDA: 10.3x pre-synergy, 7.5x post-synergy

Aveanna Healthcare completed the acquisition of Family First Homecare, a Florida-based personal care provider. The deal was disclosed with two separate financial pictures: the earnings call cited $120 million in annualized revenue and a post-synergy EBITDA multiple of 7.5x (implying $23.4 million in post-synergy EBITDA), while a separate disclosure in this week’s 8-K reported $70 million in expected revenue and $10 million in EBITDA contribution for the remainder of 2026.

My take: The two figures appear contradictory at first, but are not. The $70 million revenue and $10 million EBITDA for the remainder of 2026 represent approximately seven months of contribution, not a full year. Annualized, that produces approximately $120 million in revenue and approximately $17 million in EBITDA. The $17 million annualized run rate is the pre-synergy figure; the $23.4 million implied by the 7.5x post-synergy multiple is what Aveanna expects after integration. The synergy bridge is therefore approximately $6.4 million in EBITDA, which is high, but plausible for a personal care acquisition of this size: shared back-office, payer contracting leverage, and geographic optimization in a market Aveanna already operates. So basically, the as-acquired business is running at approximately 14% EBITDA margin, not the 19.5% margin implied by the post-synergy figure. Aveanna is underwriting roughly $6 million in EBITDA synergies at a purchase price of $175.5 million, meaning approximately 27% of the value creation in the deal depends on integration execution.

Deal value: $110 million | EV / Revenue: 0.27x | EV / EBITDA: Not meaningful (barely profitable)

CHS announced the completion of the sale of four Arkansas hospitals, including Northwest Medical Center and Siloam Springs Regional Hospital, to Freeman Health System for $110 million. The deal was originally announced in early March.

My take: CHS filed pro forma financial statements as part of an 8-K announcing the closing of the transaction, which included disclosures that the four hospitals generated combined FY2025 revenue of approximately $415 million and EBITDA of approximately $7 million after adjusting for a large non-cash impairment charge. That 1.7% margin makes an EBITDA multiple meaningless: the operative multiple is 0.27x revenue for a portfolio of hospitals that is marginally profitable on an EBITDA basis. CMS cost reports for these facilities were showing materially higher profitability than the pro forma financial statements, resulting in a 5x to 6x EBITDA multiple on the cost report view. The gap reflects what cost reports sometimes do not capture: overhead allocations from the health system parent, management fees, shared services charges, and/or intercompany expenses that are real costs of operating within a large health system but often do not appear in facility-level cost reports. The 8-K presents a more accurate picture in this case, and is what we’re using in our final database entry.

Cross Country Healthcare filed its preliminary proxy statement for the Knox Lane take-private, including a new fairness opinion from Kroll. The filing is the first detailed financial document on the transaction since the deal was announced in May.

My take: The Aya merger proxy, filed in early 2025, reflected management projections prepared to support a merger at $18.61 per share. Those projections, as best we could reconstruct from the filing, contemplated approximately $1.27 billion in 2025 revenue and approximately $53 million in adjusted EBITDA. The actual 2025 results were $1.054 billion in revenue and $26.8 million in EBITDA (a 2.5% margin). The projections were off by roughly 17% on revenue and 49% on EBITDA. In the first quarter of 2026, adjusted EBITDA was $3.9 million (a 1.6% margin), down from $8.6 million in the prior year period, meaning the business is still declining rather than recovering.

The fairness opinion in the Knox Lane proxy still assumes a fairly strong recovery. Management's current guidance projects the business reaching a 4% to 5% EBITDA margin by the end of 2026, which would imply annualized EBITDA of approximately $40 to $50 million at the current revenue run rate, which is almost double FY 2025 results.

I tracked 46 total announced transactions this week, including the Dental Care Alliance recapitalization (DCA closes to strengthen its long-term financial foundation), clinical research (Alliance / Atlas merger), specialty pharma (Soleo Health's dual acquisition, AvevoRx / Sunrise Rx), Obagi Medical to Bridgepoint at up to $460 million, and pharma (Servier / Edgewise muscular dystrophy assets at up to $2.65 billion).

🏷️ Active Listings: Businesses You Can Actually Buy

Location: Florida | Asking Price: $3.8M | Revenue: $3.69M | Cash Flow: $750K | CF Margin: 20.3% | Price / Revenue: 1.03x | Price / Cash Flow: 5.06x

Two-center outpatient imaging platform in Central Florida with above-Medicare commercial reimbursement, fast scheduling, and low denial rates. Part-time owner involvement.

My take: The 1.03x revenue multiple on a two-location Florida imaging platform is at the low end of where comparable outpatient imaging businesses have been trading, and the 20.3% cash flow margin is the likely explanation: it is below what a well-optimized independent imaging center should produce. Radiology margins compress when equipment is aging, when payer mix shifts toward Medicare, or when radiologist interpretation costs are paid externally. The listing notes "above-Medicare commercial reimbursement," a positive signal, but the 20.3% margin suggests cost structure issues that a buyer needs to understand before pricing the acquisition. Kain Capital's investment in RadX, announced this week (26 centers across six states), shows that platform deals in imaging are alive and well (maybe FONAR does too?). For a buyer with existing radiology infrastructure who can internalize the interpretation cost and apply operational leverage, the 5.06x cash flow and 1.03x revenue entry may be attractive.

Location: Texas | Asking Price: $9.0M + earnout | Revenue: $2.9M | EBITDA: $1.1M | EBITDA Margin: 38% | Price / Revenue: 3.10x | Price / EBITDA: 8.18x

TENS and electrotherapy device company with 84% revenue CAGR over three years, 100% commercial insurance payer mix, and a physician and therapist referral-driven model. Product mix is 90% electrodes, 5% devices, 5% braces.

My take: The growth rate is the headline, but the product mix and business model are the diligence priority. A business generating 90% of its revenue from electrodes is not primarily a medical device company: it is a DME accessory business that depends on a referral network to drive electrode replenishment. The durability of that referral network on a change of ownership and compliance review is the central underwriting question. TENS electrodes and related DME products have been a consistent area of regulatory scrutiny: CMS and commercial payers have both tightened documentation requirements for durable medical equipment reimbursement, and any buyer should conduct a thorough review of the compliance posture, prior authorization rates, and payer audit history before closing. The 3.10x revenue ask is aggressive for a DME-adjacent business; the 8.18x EBITDA ask is more defensible if the growth trajectory is likely to continue and the compliance profile is clean.

Location: Miami-Dade County, FL | Asking Price: $9.0M | Revenue: $6.13M | Cash Flow: $2.63M | CF Margin: 42.9% | Price / Revenue: 1.47x | Price / Cash Flow: 3.42x

Miami-based wholesaler and medical supply distributor specializing in pharmaceutical products, hospital consumables, and medical devices. Product portfolio includes regulated pharmaceuticals, parenteral solutions, anesthetics, IV fluids, diagnostic tests, and hospital supplies including surgical gloves, gowns, catheters, and syringes. Location undisclosed pending NDA.

My take: A 42.9% cash flow margin on a pharmaceutical and medical supply distribution business demands a careful explanation. Distribution businesses, including pharmaceutical and medical supply wholesalers, are margin-thin by structure: the economics of moving regulated products through a supply chain typically produce EBITDA margins in the 5% to 15% range at this revenue scale, not 43%. There are a few structures that can produce genuinely high margins in this category: exclusive distribution agreements with limited competition for specific product lines, gray market or parallel import channels that exploit arbitrage between pricing regimes (which creates regulatory and DEA-related exposure), 340B contract pharmacy arrangements, or significant owner compensation that has been normalized out of the cash flow figure. A buyer should determine which of these explains the 42.9% margin before anything else. The Miami-Dade location is notable context. South Florida has historically been an active market for pharmaceutical diversion, gray market product, and related DEA and FDA enforcement, and a pharmaceutical distribution business operating at 43% margins in that geography needs to demonstrate a clean compliance record before any due diligence on valuation is meaningful. The product mix (anesthetics, IV fluids, parenteral solutions) includes some of the most tightly regulated pharmaceutical categories in the DEA and FDA enforcement frameworks. If the compliance picture is clean and the margin is structural, the 3.42x cash flow ask is genuinely attractive. If the margin depends on distribution practices that will not survive a change of ownership or a regulatory review, the business is not worth the asking price at any multiple.

Location: Richmond County, NY (Staten Island) | Asking Price: $17.0M | Revenue: $14.5M | Cash Flow: $3.3M | CF Margin: 22.8% | Price / Revenue: 1.17x | Price / Cash Flow: 5.15x

Highly profitable DME company and e-commerce retailer operating through three corporate entities and multiple online sales channels. Specializes in respiratory equipment, oxygen, sleep apnea devices, and mobility equipment, with both Medicare and private insurance accounts. 200,000-plus customers, multiple warehouse locations, and a growing nationwide e-commerce presence.

My take: The three-corporation structure and the 200,000-plus customer count are the first two things a buyer needs to understand before engaging on price. The corporate structure needs to be mapped cleanly: how revenue, expenses, and Medicare billing authority are allocated across three entities is not a red flag on its own, but it is the kind of thing that takes time to diligence properly and can affect how the purchase price is structured. The customer count needs to be verified as an active billing base rather than a lifetime count. In respiratory and sleep apnea DME, the recurring consumable revenue from active patients is the primary asset, and the distinction between 200,000 active patients and 200,000 historical accounts is important for underwriting forward revenue. Respiratory and sleep apnea DME has been one of the most actively audited Medicare categories for over a decade, so any buyer should confirm the DMEPOS supplier numbers are in good standing and that there are no open audits or recoupment demands before closing. At 5.15x cash flow and 1.17x revenue, the asking price is reasonable for a clean, accredited multi-state DME platform in high-acuity categories, even if GLP-1s continue to be thought of as a long-term headwind for the category.

Location: Puerto Rico | Asking Price: $15.0M | Revenue: $13.0M | Cash Flow: $4.0M | CF Margin: 30.8% | Price / Revenue: 1.15x | Price / Cash Flow: 3.75x

Highly established emergency medical management and staffing business operating across Puerto Rico, described as a leading provider in its market.

My take: The 30.8% cash flow margin is the first number that needs explaining. Standard EMS staffing operations run at 8% to 15% EBITDA margins; a margin double that suggests either long-term government or municipal contracts that have not been rebid recently, a management services component alongside direct staffing, or owner compensation normalization that has not been fully disclosed. Understanding which of these drives the margin is the central underwriting question. The Puerto Rico geography creates two specific diligence considerations that a mainland EMS buyer may underestimate: the territory's Medicaid funding flows through a federal block grant structure that has been subject to periodic Congressional negotiation, and the EMS licensure and municipal contracting framework is specific to the island and requires local expertise on a change of ownership. Both factors narrow the buyer pool, which may be an explanation for the 3.75x cash flow ask. For a buyer with existing Puerto Rico presence or a willingness to develop it, that discount may be an opportunity.

Sign-Off

That's it for Issue #9. Forward to one person, reply with feedback, and reach out directly if you are interested in learning more about our research or are exploring a transaction, valuation, or FMV engagement.

Will Hamilton, CVA Founder, Scope Research and HealthFMV

The Weekly Checkup is published every Tuesday morning. Written for general informational purposes. Engagements through Scope Research or HealthFMV require a separate agreement.

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