Verve Aesthetics
A proven two-clinic medical-aesthetics group in Scottsdale, Arizona, raising a partner to fund a four-clinic expansion.
What's in this deal book
Every entry navigates. Section 4 includes the staged data room. One numbering scheme runs across the sidebar, dividers and this table.
The opportunity in one view
The opportunity
A proven single-market model that has never been given capital to scale. The recap funds four new clinics and gives the founder liquidity, while she stays in and runs it. Back the operator's expansion.
Fund a proven playbook, and stay aligned with the operator
30.6% EBITDA
Two clinics already throw off $1.1M of adjusted EBITDA on $3.6M of revenue. The model works before a dollar of growth capital.
~18-mo payback
A new clinic costs ~$450K to build and returns that cash inside ~18 months as it ramps to a mature ~$2.0M / 32% unit.
2 → 6 clinics
Primary capital plus the group's own cash flow open four clinics across Arizona in three years.
Founder rolls 50%
Dr. Marsh takes some liquidity but keeps half the business and operating control. Her upside is the partner's upside.
Medical aesthetics, on repeat
Verve runs two medical-aesthetics clinics in Scottsdale: neurotoxin and filler injectables, laser and energy treatments, memberships and skincare retail. Injectables bring clients back every three to four months, and ~1,400 members anchor a predictable, repeat-treatment base.
A growing category, a capacity-constrained operator
Injectables keep growing
Medical aesthetics has compounded double digits for a decade. Neurotoxin and filler are habitual, cash-pay, and skew to a widening, brand-loyal client base. Demand is not the constraint for Verve.
Never had growth capital
Two clinics were built from cash flow. The founder has a waitlist, a full provider bench she cannot yet seat, and demand in adjacent Arizona suburbs, but no capital to open the next room, let alone the next clinic.
Fragmented, consolidating
The market is single-site owner-operators. Multi-clinic groups with a real management layer are scarce and command a platform premium. Verve is early enough to build one and be bought as one.
One clinic, and why four more make sense
New-clinic ramp to maturity
Revenue $000s · open → year 2 → mature
What the partner is backing
A 50% partnership in the group at a $5.5M equity value, ~5.0× adjusted EBITDA. Of the $2.75M, $1.75M is primary growth capital into the business and $1.00M is secondary liquidity to the founder.
- Primary capital funds the rolloutfour clinics, a provider-recruiting engine, and a group management layer
- Founder takes partial liquidity, rolls 50%de-risks personally, keeps operating control and full upside on the half she keeps
- A shareholders' agreement governs itboard seat, reserved matters, a defined ~5-year exit horizon
The operator stays in
Dr. Marsh continues as Clinical Lead and CEO under a five-year employment agreement and non-compete. She is not being replaced; she is being funded. That is the alignment a growth investor wants.
Where the $2.75M goes
Sources
| Partner equity — primary | $1,750K | 64% |
| Partner equity — secondary | $1,000K | 36% |
| Total investment | $2,750K | 100% |
Uses
| Secondary — liquidity to founder | $1,000K | 36% |
| Clinic buildout (first tranche) | $1,200K | 44% |
| Recruiting & group management | $400K | 14% |
| Working capital & device deposits | $150K | 6% |
| Total | $2,750K | 100% |
Where the partner's return comes from
Partner equity value — entry to exit
$M · base case, 50% of the group at a 5-yr exit
The return is earnings growth (2 → 6 clinics) plus a platform re-rating (5.0× in → 6.0× out). No leverage assumed. Full range shown in Valuation.
Verve Aesthetics
A written walk through the growth case, one page for each part of the deck. The schedules and workings behind each page sit in the supporting documents and data room that follow.
The deal in one paragraph
Buy half of a business that already works, use the capital to open four more of it, and keep the founder in the chair because she is the reason it works.
Verve's two clinics earn a 30.6% EBITDA margin today, with no growth capital behind them. A new clinic costs about $450,000 to build and pays that back inside eighteen months. The constraint has never been demand. It has been money to open the next room.
The partner puts in $2.75M for 50%, funds the rollout, and gives the founder a first slice of liquidity so she can keep going without personal risk. If the plan lands, the group grows from two clinics to six, earnings roughly quadruple, and a larger, professionalised platform re-rates at exit. That is roughly 4.6 times the partner's money and about 36% a year over a five-year hold.
Medical aesthetics, sold on a membership
Verve runs two aesthetics clinics in Scottsdale: injectables, laser and energy treatments, memberships and skincare.
Most of the revenue is repeat. Neurotoxin wears off, so clients rebook every three to four months, and about 1,400 of them are on paid memberships that bank monthly toward treatments. That is the predictable base under everything else.
The economics are strong before any change: a 68% gross margin, a 30.6% EBITDA margin, and clinics that mature to about $2.0M of revenue at a 32% clinic-level margin. The founder, a nurse practitioner, is both the clinical lead and the brand.
The demand is there; the capacity is not
Medical aesthetics has grown double digits for a decade, and Verve cannot serve the demand it already has.
Injectables are habitual and cash-pay, and the client base is widening every year. Verve turns clients away at peak, has providers it cannot yet seat, and sees clear demand in neighbouring Arizona suburbs.
The market is still mostly single-site owner-operators. Groups with a real management layer are rare and sell at a premium. Verve is early enough to become one, which is what makes the rollout worth funding now rather than later.
A clinic is a legible, repeatable investment
Every clinic is the same shape: build it for about $450,000, ramp it over two years, and mature it at $2.0M of revenue and a 32% margin.
Revenue climbs from roughly $1.1M in the first year to $1.6M in the second and $2.0M at maturity, throwing off about $640,000 of clinic-level EBITDA. The buildout is recovered in cash inside about eighteen months.
Because the unit is repeatable and the payback is fast, the rollout partly funds itself: the first clinics' cash flow helps pay for the later ones. Four clinics over three years needs $1.8M of buildout, of which the primary capital covers the first tranche.
Half the business, and the plan to grow it
A 50% partnership at a $5.5M equity value, roughly 5.0 times adjusted EBITDA, for $2.75M.
Of that, $1.75M is primary capital that goes into the business to fund the rollout, and $1.0M is secondary that goes to the founder as liquidity. She rolls the other 50% and keeps operating control.
This is deliberately a partnership, not a purchase. The founder is not leaving. She takes some money off the table, keeps half the upside, and gains a funded plan and a partner across the table on strategy, hiring and the eventual exit.
Most of it goes to work
About two-thirds of the investment is growth capital into the business; one-third is liquidity to the founder.
The $1.75M of primary funds the first tranche of the clinic buildout, a provider-recruiting and marketing engine, a group management layer, and a modest working-capital and device-deposit buffer. The $1.0M of secondary is the founder's liquidity.
No debt is assumed. The four-clinic buildout costs about $1.8M in total; the primary capital covers the first clinics, and the group's own cash flow, with its fast payback, funds the rest as it comes online.
Growth, then a re-rating
The partner's $2.75M becomes about $12.8M in the base case, roughly 4.6 times over five years.
It comes from two places. Earnings roughly quadruple as the group grows from two clinics to six, and a larger, professionalised platform sells at a higher multiple than the 5.0 times it was bought at, toward the 6 to 9 times regional platforms command.
The base case is not the only case. A conservative rollout still returns about 2.9 times; a full-plan outcome with a platform re-rating reaches about 5.9 times. The range, and the assumptions behind it, are laid out in the valuation section.
Supporting documents & data room
The detail behind the memo: the company and its history, the membership base, per-clinic economics, the people and why the founder stays, plus the staged data room that holds every supporting file.
Seven years from one room to two clinics
Dr. Elena Marsh, a nurse practitioner, opened Verve in Scottsdale in 2018 on a simple idea: clinical-grade aesthetics with a hospitality feel, sold on a membership so clients come back. The model took hold, a second clinic opened in 2022, and the group has grown to ~1,400 members, entirely from its own cash flow.
How revenue is earned
Revenue by service line
Share of TTM revenue
Neurotoxin & filler
Habitual, cash-pay, rebooked every 3–4 months. The engine of repeat visits and the reason memberships work.
Laser & energy
Higher-ticket courses of treatment. Adds capacity utilisation and cross-sell to the injectables base.
Memberships, facials & skincare
Monthly membership fees plus skincare retail and facials. The predictable, recurring base under the group.
~1,400 members, and a base that compounds
Active members
Count · history and plan
Members visit on a cadence and spend beyond their fee. Membership plus repeat visits is about 60% of revenue, so the base is predictable, and every new clinic inherits the same playbook to build its own.
A mature clinic, line by line
| Mature clinic · $000s | Amount | % rev |
|---|---|---|
| Revenue | 2,000 | 100% |
| Consumables & product (COGS) | (640) | 32% |
| Gross profit | 1,360 | 68% |
| Provider compensation | (380) | 19% |
| Clinic staff & front desk | (120) | 6% |
| Rent & occupancy | (130) | 7% |
| Local marketing | (60) | 3% |
| Other clinic opex | (30) | 1% |
| Clinic-level EBITDA | 640 | 32% |
Provider comp includes the founder's market clinical pay where she treats. Clinic-level EBITDA is before group overhead (medical director, ops, corporate), which is why group margin (~30.6%) sits just below clinic margin.
$1.1M → $1.6M → $2.0M
A new clinic reaches mature revenue in its third year. Clinic EBITDA margin climbs from ~20% at open to 32% at maturity as the chair fills.
~18 months on $450K
Cumulative clinic cash flow recovers the $450K buildout inside about eighteen months of opening, well before maturity.
Not owner-dependent for delivery, aligned through her stake
The alignment is the founder staying in
Dr. Marsh is the clinical standard and the brand. She continues as Clinical Lead and CEO under a five-year agreement, takes partial liquidity, and keeps 50% and operating control.
Five uses of the primary capital
- Open four clinics across Arizona.Two in year one, one in year two, one in year three, each on the proven $450K unit model.
- Build a provider-recruiting engine.The rollout lives or dies on seating injectors. A dedicated recruiting and training function is funded from day one.
- Add a group management layer.A Medical Director and an operations lead let the group scale past the founder's personal span of control.
- Scale membership and loyalty.Centralise the membership program so every new clinic inherits the base-building playbook, not a cold start.
- Fund a device fleet for new sites.Laser and energy platforms per clinic, financed on lease where sensible to protect cash.
What could go wrong, and the answer
Founder rolls 50% and signs a 5-yr agreement; primary capital funds a Medical Director and a deeper injector bench.
A dedicated recruiting and training engine is funded up front; rollout pace flexes to hiring, not the reverse.
Staged openings; each clinic must hit ramp milestones before the next is committed. Conservative case still returns ~2.9×.
Medical Director oversight, delegation protocols and device registrations diligenced and maintained per Arizona rules.
Membership base and clinical reputation reduce price sensitivity; Verve competes on outcomes, not on the cheapest unit of tox.
No leverage assumed; fast ~18-mo payback lets the group self-fund later clinics from retained cash flow.
The evidence room, released by trust stage
The teaser and anonymized structure are open to anyone. Financials, per-clinic P&Ls, provider and medical-director agreements and the recap terms unlock the moment a mutual NDA is signed. Member and patient records, which carry PII and PHI, never open here: they are reviewed on-site, redacted, in the confirmatory room under HIPAA. That staging is the point: the founder controls disclosure, the partner sees exactly what is available and what comes next.
Mutual NDA
Two pages, standard mutual terms. Signing unlocks the financial statements, per-clinic P&Ls, anonymized cohort/retention analysis, provider and medical-director agreements, and the recap term sheet.
Every document, and where it sits
| Document | Fmt | Access |
|---|---|---|
| Corporate & legal | ||
| Certificate of formation & operating agreement | Available | |
| Cap table / membership units | 🔒NDAAvailable | |
| Business & facility licenses | Available | |
| Minute book & resolutions | 🔒NDAAvailable | |
| Trademarks, domains & brand IP | Available | |
| Financial | ||
| Financial statements FY24–TTM | 🔒NDAAvailable | |
| Adj. EBITDA bridge & add-backs | XLSX | 🔒NDAAvailable |
| Monthly management accounts | XLSX | 🔒NDAAvailable |
| Per-clinic P&L detail | XLSX | 🔒NDAAvailable |
| Tax returns, 3 yrs | 🔒NDAAvailable | |
| Bank statements & deferred-revenue schedule | On request | |
| Revenue & memberships | ||
| Membership plan terms & pricing | Available | |
| Cohort & retention analysis (anonymized) | XLSX | 🔒NDAAvailable |
| Revenue by service line | XLSX | 🔒NDAAvailable |
| Loyalty & retail data export | CSV | 🔒NDAAvailable |
| Member roster (PII) | XLSX | On request |
| Clinical & regulatory | ||
| Medical director agreement | 🔒NDAAvailable | |
| Scope-of-practice / delegation protocols | 🔒NDAAvailable | |
| Device registrations (laser/energy) & state | 🔒NDAAvailable | |
| Malpractice & liability insurance (loss runs) | 🔒NDAAvailable | |
| Patient records (PHI / HIPAA) | — | On request |
| Document | Fmt | Access |
|---|---|---|
| People & providers | ||
| Org chart & roster (roles, anonymized) | Available | |
| Provider employment & non-compete agreements | 🔒NDAAvailable | |
| Compensation & benefits schedule | XLSX | 🔒NDAAvailable |
| Key-person / retention plan | 🔒NDAAvailable | |
| Provider licenses & credentialing | 🔒NDAAvailable | |
| Operations & assets | ||
| Clinic leases (2 sites) | Available | |
| Device & equipment register | XLSX | Available |
| Vendor & supplier terms | Available | |
| KPI pack (utilization, rebook rate) | Available | |
| Marketing & brand | ||
| Brand book & assets | Available | |
| Marketing performance (CAC, channels) | XLSX | Available |
| Reviews & reputation summary | Available | |
| Transaction | ||
| Confidential information memorandum | Available | |
| Recap term sheet (draft) | 🔒NDAAvailable | |
| Shareholders' / operating agreement (draft) | 🔒NDAAvailable | |
| Sources & uses / capital plan | XLSX | 🔒NDAAvailable |
| Quality-of-earnings (buyer-run) | On request | |
Valuation
An EBITDA-multiple anchor on the business as it stands today, cross-checked with a discounted cash flow, comparable transactions and a football field, then a partner-returns view on the funded plan.
Anchored on EBITDA, cross-checked on cash flow
We value the group on adjusted EBITDA, the same basis as the comparable transactions. $1.10M of adjusted EBITDA at 5.0× gives a $5.5M equity value for the business as it stands today. A discounted cash flow on a risk-adjusted plan cross-checks that number; comparable med-spa transactions frame the multiple.
From reported profit to adjusted EBITDA
Normalization bridge
$ thousands · TTM
| Reported pre-tax profit | 720 |
| + Interest | 40 |
| + Depreciation & amortization | 150 |
| = Reported EBITDA | 910 |
| + Owner discretionary (auto, travel, non-business) | 120 |
| + One-time / non-recurring | 70 |
| = Adjusted EBITDA | 1,100 |
| Memo: founder market clinical comp retained in EBITDA | incl. |
One basis throughout. Adjusted EBITDA keeps the founder's market-rate clinical compensation as a real cost, so this is an institutional EBITDA figure, not an owner-flattered SDE. The 5.0× multiple and the comps are stated on this same basis.
Risk-adjusted cash flows, buildout loaded early
| $ 000s | Yr1 | Yr2 | Yr3 | Yr4 | Yr5 |
|---|---|---|---|---|---|
| Risk-adjusted EBITDA | 1,450 | 1,950 | 2,450 | 2,700 | 2,950 |
| − Cash tax @25% | (300) | (440) | (575) | (650) | (725) |
| − Net capex (maint. + buildout) | (820) | (830) | (890) | (880) | (855) |
| − Δ working capital | (30) | (30) | (35) | (20) | (20) |
| Unlevered FCF | 300 | 650 | 950 | 1,150 | 1,350 |
The DCF base case hair-cuts management's plan (Dashboards) for ramp and execution risk, and loads the four-clinic buildout capex into Years 1–3. It supports the $5.5M entry independent of full plan delivery. Management's unrisked plan drives the returns view, not this DCF.
Discount rate build-up
Growth healthcare-services cost of capital
Enterprise value ≈ $5.53M
| $ 000s | FCF | × | PV |
|---|---|---|---|
| Year 1 | 300 | 0.833 | 250 |
| Year 2 | 650 | 0.694 | 451 |
| Year 3 | 950 | 0.579 | 550 |
| Year 4 | 1,150 | 0.482 | 555 |
| Year 5 | 1,350 | 0.402 | 543 |
| PV of explicit FCF | 2,348 | ||
| Terminal value (g=2.5%) | 7,907 | 0.402 | 3,178 |
| Enterprise value | 5,526 |
Sensitivity — EV ($000s)
Discount rate × terminal growth · active cell highlighted
| r ↓ / g → | 1.5% | 2.5% | 3.5% |
|---|---|---|---|
| 18% | 6,112 | 6,384 | 6,694 |
| 19% | 5,693 | 5,933 | 6,205 |
| 20% | 5,325 | 5,526 | 5,751 |
| 21% | 4,999 | 5,171 | 5,363 |
| 22% | 4,698 | 4,851 | 5,020 |
What med-spa & aesthetics groups trade for
| Target (type) | Yr | Region | Revenue | EV/EBITDA |
|---|---|---|---|---|
| Single-clinic med-spa | 2024 | Arizona | $2.1M | 4.2× |
| Two-clinic injectables group | 2023 | Texas | $4.5M | 4.8× |
| Three-clinic aesthetics group | 2024 | California | $7.8M | 5.6× |
| Regional med-spa platform (6 sites) | 2023 | Southeast | $18M | 7.5× |
| MSO-backed aesthetics platform | 2024 | Multi-state | $40M+ | 8.5× |
| Laser & skin single site | 2024 | Florida | $1.6M | 3.8× |
| Median — sub-scale (1–3 clinics) | 5.0× |
Illustrative med-spa / aesthetics transactions, EV/EBITDA on the same adjusted-EBITDA basis as Verve. Single sites trade ~4×; multi-clinic groups ~5–6×; regional platforms 7–9×.
The $5.5M entry against every lens
50% of the group at a five-year exit
| Scenario | Exit EBITDA | Exit × | Exit equity | MOIC | IRR |
|---|---|---|---|---|---|
| Conservative | $3.2M | 5.5× | $16.1M | 2.9× | 24% |
| Base case | $4.5M | 6.0× | $25.5M | 4.6× | 36% |
| Upside | $5.2M | 6.5× | $32.3M | 5.9× | 43% |
Partner invests $2.75M for 50%. Exit equity = exit EBITDA × exit multiple − ~$1.5M net debt (device leases). MOIC and IRR are on the partner's 50% over a 5-year hold. A ~10% management/rollout incentive pool, if used, would modestly dilute both partners.
Dashboards & forecasts
The group today and the three-year plan behind the returns: revenue and EBITDA, the clinic rollout, the per-clinic ramp, membership growth and the margin walk.
The group on one screen
Two years of financial history
| $ thousands | FY24 | FY25 | TTM |
|---|---|---|---|
| Revenue | 2,900 | 3,250 | 3,600 |
| Consumables & product | 928 | 1,040 | 1,152 |
| Gross profit | 1,972 | 2,210 | 2,448 |
| Gross margin | 68.0% | 68.0% | 68.0% |
| Clinic & group opex | 1,152 | 1,250 | 1,348 |
| Adjusted EBITDA | 820 | 960 | 1,100 |
| EBITDA margin | 28.3% | 29.5% | 30.6% |
Revenue and EBITDA, 2 → 6 clinics
Revenue & EBITDA
$ thousands · funded plan
| $ 000s | TTM | Y1 | Y2 | Y3 |
|---|---|---|---|---|
| Clinics | 2 | 4 | 5 | 6 |
| Revenue | 3,600 | 6,400 | 9,800 | 13,500 |
| Group EBITDA | 1,100 | 1,700 | 2,900 | 4,200 |
| EBITDA margin | 30.6% | 26.6% | 29.6% | 31.1% |
Margin dips in Year 1 as two new clinics open in ramp, then expands past the starting level by Year 3 as they mature and group overhead leverages across six sites.
How the plan foots
| $ millions | Now | Y1 | Y2 | Y3 |
|---|---|---|---|---|
| Existing flagships (2) | 3.6 | 4.3 | 5.3 | 6.3 |
| New clinics (ramp cohort) | — | 2.1 | 4.5 | 7.2 |
| Group revenue | 3.6 | 6.4 | 9.8 | 13.5 |
Existing flagships grow as primary capital adds rooms and providers to relieve the waitlist. New clinics ramp on the unit model: open ~$1.1M, year two ~$1.6M, mature ~$2.0M.
Clinic count & rollout
Cumulative clinics · 2 in Y1, 1 in Y2, 1 in Y3
Two clinics in year one, then one a year
$1.8M over 3 years
Four clinics at ~$450K each. Primary capital funds the first tranche; retained cash flow, on ~18-month paybacks, funds the rest.
Milestone-gated
Each clinic must hit its ramp milestones before the next is committed, so capital follows proof, not hope.
Providers, not demand
Pace flexes to provider recruiting. The recruiting engine is funded up front so hiring leads the buildout.
New clinics ramp; group margin dips then expands
New-clinic ramp
Revenue $000s · open → year 2 → mature
Group EBITDA margin
Percent of revenue · history and plan
The recurring base scales with the group
Active members
Count · history and plan
| FY25 | TTM | Y1 | Y2 | Y3 | |
|---|---|---|---|---|---|
| Members | 1,150 | 1,400 | 2,100 | 2,900 | 3,600 |
| Clinics | 2 | 2 | 4 | 5 | 6 |
| Members / clinic | 575 | 700 | 525 | 580 | 600 |
Competitors
A fragmented, growing market where clinical reputation, a membership base and a real management layer are the moat a single site cannot copy quickly.
Who Verve competes with
| Competitor archetype | Scale | Focus | Note |
|---|---|---|---|
| Single-site med-spa (owner-operator) | Small / local | Injectables + skin | The bulk of the market; succession-fragile, no management layer, hard to scale |
| Dermatology / plastics practice | Mid | Medical + cosmetic | Clinical credibility; aesthetics is a side line, not the core experience |
| Franchised aesthetics brand | Large / multi-city | Standardised injectables | Brand and price; thinner clinical depth and a more transactional feel |
| Injector-in-a-medspa / suite renter | Micro | Solo injectables | Low overhead, low trust; no membership, no continuity, no bench |
| MSO-backed regional platform | Large regional | Multi-clinic roll-up | The eventual acquirer of a group like Verve; what Verve is building toward |
| Big-box / discount aesthetics | Large | Volume, price-led | Competes on the cheapest unit of tox; different client, weak retention |
Clinical-led and membership-anchored
Verve sits in the upper-right: clinical-premium and relationship-led, more credible than the franchises and discounters, and more repeatable and better-run than the single-site owner-operators around it.
Why a new entrant cannot quickly win the base
Clinical reputation
Seven years of outcomes, reviews and word-of-mouth in a category where clients pick a provider they trust with their face. That does not transfer to a new logo.
Membership & rebook
1,400 members on a visit cadence, 82% retention. The base compounds and switching means giving up banked value and a known injector.
A real management layer
Medical director, recruiting, centralised membership and marketing. It is what lets Verve run six clinics well, and what a single site cannot afford.
Cash-pay & working capital
An almost entirely cash-pay business with light, self-funding working capital, and a membership base that is paid in advance.
Cash-pay, no insurance receivables
Revenue by payment type
Share of collections, TTM
Paid at point of care
Aesthetics is elective and cash-pay. No insurance billing, no claims lag, no denials. Revenue is collected as it is earned.
Third-party, non-recourse
Cherry / CareCredit-style financing on larger device courses. The provider funds the balance; Verve is paid up front.
Billed monthly in advance
Membership fees are charged ahead of service, creating a small deferred-revenue balance, a source of working capital, not a drain.
Light, and it funds itself
Net working capital
$ thousands · negative — a source of cash
| $ 000s | TTM | Y1 | Y2 | Y3 |
|---|---|---|---|---|
| Inventory (product, tox, filler) | 120 | 210 | 320 | 440 |
| Receivables (minimal, cash-pay) | 30 | 55 | 85 | 115 |
| − Payables & accruals | (110) | (200) | (300) | (410) |
| − Deferred membership revenue | (130) | (230) | (320) | (400) |
| Net working capital | (90) | (165) | (215) | (255) |
Capital-light growth, on lease where it counts
| Item | Basis | Per clinic |
|---|---|---|
| Buildout & fit-out | Capex (primary + cash flow) | ~$300K |
| Laser / energy devices | Lease (preferred) or capex | ~$120K |
| Injectable inventory (opening) | Working capital | ~$30K |
| Total per new clinic | ~$450K |
Leasing the device fleet where sensible protects cash and keeps the group asset-light. Lease obligations are the only meaningful debt-like item, ~$1.5M at exit across six clinics, and are reflected in the partner-returns net-debt line.
Protect cash, refresh tech
Energy platforms are the fastest-depreciating, fastest-improving asset in the clinic. Leasing keeps capital in the rollout and the fleet current.
Asset-light, cash-generative
Beyond fit-out and devices, a clinic is people and consumables. That is why payback is ~18 months and the model self-funds.
Use of funds & capital plan
Where the primary capital goes, how the four-clinic buildout is funded, and why no debt is required.
What the $1.75M of growth capital buys
Use of primary capital
$1,750K into the business
| Use | Amount | % |
|---|---|---|
| Clinic buildout (first tranche, ~3 sites) | $1,200K | 69% |
| Provider recruiting & training engine | $250K | 14% |
| Group management layer (med. director, ops) | $150K | 9% |
| Working capital & device deposits | $150K | 9% |
| Total primary capital | $1,750K | 100% |
Secondary of $1.0M goes to the founder as liquidity and is separate from this primary allocation. Together they make up the $2.75M investment for 50%.
Primary capital first, then the group funds itself
Buildout funding by year
$ thousands · primary vs retained cash flow
| $ 000s | Y1 | Y2 | Y3 | Total |
|---|---|---|---|---|
| Clinics opened | 2 | 1 | 1 | 4 |
| Buildout capex | 900 | 450 | 450 | 1,800 |
| Funded by primary | 900 | 300 | — | 1,200 |
| Funded by retained cash | — | 150 | 450 | 600 |
Conservative, equity-funded, self-liquidating buildout
No acquisition debt
The recap is all equity. The only debt-like items are device leases (~$1.5M at exit), reflected in the returns net-debt line.
~18 months per clinic
Fast unit payback means the first clinics fund the later ones, so $1.75M of primary supports a $1.8M buildout plus recruiting and overhead.
Pace flexes to cash
If ramps run slow, openings slow with them. Capital is committed clinic-by-clinic against milestones, so the plan cannot outrun its cash.
The recap
How the partnership is structured, the governance that protects both sides, and how the process runs from here to close.
How the partnership is put together
| Term | Position |
|---|---|
| Structure | Growth recapitalization — partner acquires 50% of the equity |
| Group equity value | $5.50M (5.0× adjusted EBITDA) |
| Consideration | $2.75M for 50%: $1.75M primary + $1.00M secondary |
| Post-deal ownership | Founder (Dr. Marsh) 50% / Partner 50% |
| Governance | Shareholders' / operating agreement; two board seats (1 each) + independent chair on deadlock; reserved matters |
| Founder role | Continues as Clinical Lead & CEO, 5-yr employment agreement, market comp |
| Non-compete | 5-yr, radius-based, tied to employment |
| Incentive | ~10% management/rollout option pool, vesting on clinic-open milestones |
| Use of primary | 4-clinic buildout, provider recruiting, group management layer, membership scale |
| Working capital | Cash-pay; negative NWC; deferred membership revenue disclosed |
| Liquidity / exit | Defined ~5-yr horizon; drag / tag; sale or recap to a larger platform |
| Reps & warranties | Customary; W&I optional; 10% holdback for 12 months |
Keep the operator, fund the growth
The founder is the clinical standard and the brand. A recap keeps her invested and in control, funds the expansion, and gives her partial liquidity, so incentives point the same way.
50/50 with reserved matters
Equal ownership, an agreed reserved-matters list, and an independent chair on deadlock protect both sides. The partner has real governance without displacing the operator.
A platform, sold as one
A five-year horizon with drag and tag. The six-clinic group is built to be acquired by an MSO-backed platform at a premium to today's entry multiple.
How the process runs from here
- NDA & data-room accessanonymized structure open now; financials and agreements on signing
- Management meeting & clinic tourwith Dr. Marsh, ahead of an indicative term sheet
- Indicative term sheetrecap structure, primary/secondary split and governance for discussion
- Confirmatory diligencefinancial QoE, clinical/regulatory review, membership data in the confirmatory room
- Shareholders' agreement & closefund the primary and secondary; begin the rollout
Top Tier Advisory
Represented by Top Tier Advisory. Illustrative growth-recapitalization sample.