CertaGrid Health

CertaGrid Health is a healthcare research and forensic analytics firm focused on the structural reality of consolidation in American healthcare delivery. It is the work of one analyst, and every engagement is performed personally.

The firm operates across three pillars: a weekly analytical publication examining the architecture of healthcare consolidation arrangements; a research series presenting the firm's structural and operational verification methodology in instrument form; and analytical services for physician groups evaluating affiliation, the advisers who represent them, healthcare attorneys, institutional investors, and health systems that require document-level structural analysis where public disclosure does not reach.

The firm's analytical posture is forensic rather than evaluative. The methodology characterizes what consolidation arrangements operationally do, distinguishing representational language from operational reality, and surfaces the structural questions that document-level review must address.

The Healthcare Structural Review

The Healthcare Structural Review is published weekly on LinkedIn. Recent editions have examined the disclosure architecture of payer-owned ambulatory surgery center platforms, the document-level structure of value-based care partnerships between investor-backed platforms and physician groups, and the gap between representational language at IPO and operational reality across multi-year disclosure cycles.

Read the current edition and archive on LinkedIn.

The method, and what it surfaces

The research series is the firm's methodology, set down in full. Each volume documents its own analytical instruments — the matrices, checklists, and audits that read an arrangement's representations against its operative reality — so that a reading made with them can be examined and defended rather than merely asserted. The ASC set alone sets down seven such instruments, each with a template and a worked application. An engagement applies the same published method to a particular arrangement.

Independent engagements

Alongside the firm's published research, I take a small number of independent engagements. The work is structural verification of consolidation arrangements: examining whether an arrangement operates as its documents represent. An independent structural reading is a different instrument from the work any party to a transaction performs. Counsel drafts and represents. Operators carry the growth thesis. Advisers run the process and know their market. The reading offered here sits outside those roles, which is what makes it usable by any of them, and it takes no position on whether a transaction should close.

The value of this work depends on its independence. I do not advise both sides of a transaction, sit on deal teams, or participate in negotiation, and I do not accept contingent or success-based fees; my compensation never depends on a transaction closing or on any particular finding. Engagements are confidential.

The engagement practice is new. The method it applies is not: it is published in full across four volumes, and applied weekly against the filings of named platforms. A prospective client can read the method before commissioning anything, and judge it before I am in the room.

The work takes a few specific forms.

A structural read of one platform. $8,000 a year. When the question is how a specific public acquirer has treated the physicians already inside it, I read that platform from its own filings and deliver a written file, maintained and reissued as each new filing lands. The file covers:

1. 1What the physicians hold after each acquisition, how they came to hold it, and what the acquirer recorded it as: purchase consideration, compensation, equity outside stockholders’ deficit, or a liability.
2. 2What that interest has been carried at in each reporting period since the transaction closed, with the components of every movement.
3. 3The exit terms as the filings state them: call and put rights and their cadence, any pricing basis or floor, repurchases already occurring, forfeiture provisions, vesting and service periods.
4. 4Whether the purchase price allocation is preliminary or final, and what has moved between filings while it was open.
5. 5What the transaction announcement said about the retained interest, set against what the filing later recorded.
6. 6The operative documents where the acquirer has filed them as exhibits: what happens to a unit at closing, the consideration mechanics, the forfeiture and exit terms, and the closing conditions that governed what holders did and did not sign.
7. 7A source code on every figure, naming the filing and the period it came from, so each one can be checked against the document rather than taken on my word.

One named platform, its public filings and the exhibits filed with them, roughly ten business days from the first payment, and a call included to walk through the result. The price is per firm rather than per seat, and it covers a year: the file is reissued as each new filing lands, with a dated record of anything an update changes. A file that sits still is one 8-K away from being wrong, which is why it is maintained rather than sold once. Invoiced by CertaGrid Health, Inc. and paid by ACH, half on go-ahead and half on delivery in the first year, then annually on renewal at the same price. This is the one engagement with a fixed published price; the forms below are scoped individually.

Reading the arrangement on the table. When a physician group is being offered affiliation with an MSO or a platform, the reserved powers that determine clinical authority are not public, and filing work reaches them only in fragments: a term, a renewal structure, a fee basis, disclosed once and then aggregated away. What the group has is the agreement in front of it. I read that document against what the arrangement will operationally do: where clinical authority actually sits, what the reserved powers reach, and how the economics, compensation, and exit terms behave once the founding terms are tested. The work is retained by the group directly, or by the group on the referral of its adviser, and it is delivered while the terms can still change.

Independent transaction diligence. When an investor, acquirer, or health system is evaluating or recapitalizing an ASC, physician, or dental platform, or a hospital-physician partnership, I provide the structural read that no party with a stake in closing can: whether the control, economics, and governance operate as the transaction represents, and how the arrangement is likely to behave once the founding clinicians are paid out and the terms are tested. The work product is a written assessment of where representation and operational reality diverge, framed for a deal team to act on — the divergences that warrant a price adjustment, an escrow, a covenant, or a closer look — and scoped to the diligence timeline.

Pre-signing structural review. When counsel or a counterparty is finalizing an ASC, MSO, joint-venture, or value-based arrangement, I read the documents against the operational reality they produce, locating the specific points at which the reserved powers, compensation, exit, and cash-flow terms depart from what the agreement represents. The review is delivered before signature, while the terms can still change.

Independent analysis in disputes. When an arrangement is contested, and the question turns on whether control was real or merely papered, I provide independent structural analysis of the substance-over-form record for counsel, separate from the litigation and without a position in its outcome. Because the method is published and documented, the basis for each finding — what the record shows, and what is inferred from it — is set out to be examined rather than taken on the analyst’s word.

Standing structural research. When an institution needs to follow a sector rather than a single transaction, I provide retained structural research on consolidation arrangements and the enforcement landscape, including bespoke analysis of specific platforms or sub-sectors as questions arise.

How an engagement runs

1. 1Conflicts check. Before anything is discussed in substance, I check the parties and the platform against current and prior work. If there is a conflict, I say so and decline. This takes two business days.
2. 2Scoping. What documents exist, what question is actually being asked, and what the deliverable is. Engagements are scoped individually and the fee is fixed in advance. It never varies with the finding or with whether the transaction closes.
3. 3The reading. The published instruments applied to the documents in hand. Work proceeds under a confidentiality protocol, and where it is appropriate it is structured through counsel so that the analysis is delivered as a privileged input rather than a freestanding report. A reading typically takes two to three weeks from the point the documents are in hand.
4. 4Delivery. A written assessment of where representation and operational reality diverge, in the form described above, delivered against your timeline rather than mine.

This is independent structural analysis. It complements legal and financial counsel and is not legal advice, a legal opinion, or investment advice.

The research series

The firm's research series is now available: four volumes across two companion sets, presenting CertaGrid's structural and operational verification methodology in instrument form for application by counsel, advisers, investors, and operators evaluating consolidation arrangements at the document level. Each set pairs a structural volume, which reads how an arrangement is built, with an operational volume, which verifies how it actually runs. Each volume is available on its own, each set as a pair, or all four together as the complete library, with one year of structural updates included.

Set One — Ambulatory Surgery Center Consolidation

Both volumes as a set, $400Buy the set

Set Two — MSO and DSO Arrangements

Both volumes as a set, $400Buy the set

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About the founder

CertaGrid Health was founded by Scott C. Williams, who serves as President and Founder. Williams brings more than 20 years of healthcare strategy and operations experience, including leadership roles at Kaiser Permanente (Hawaii and Georgia Regions) and PeaceHealth. His analytical framework draws on extensive operational experience inside health systems and payer organizations. Williams is a former United States Marine Corps officer.

Contact

founder@certagridhealth.com