CertaGrid Health

CertaGrid Health is a healthcare research and structural analysis 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's analytical posture is descriptive 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 how three drug distributors account for the stakes physicians retain in the practice platforms they have acquired, the first audited annual filing of a distributor-owned physician platform, and a surgical facility operator’s distributions to its physician minority holders read against the reconciliation in its own credit agreement, which shows who is paid before whom.

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. 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. The file covers:

1. 1What the physicians retained at each acquisition, 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: put rights and their cadence, any floor, 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. 6A 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, public filings only, roughly ten business days from the first payment, updated at each subsequent filing for twelve months, and a call included to walk through the result. Invoiced by CertaGrid Health, Inc. and paid by ACH, half on go-ahead and half on delivery. 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 management services agreement and the reserved-powers arrangements that determine clinical authority are not public, and no amount of filing work produces them. 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.

Where the value lands, and who signs. If you sell into surgical facilities or physician practices, your sales cycle turns on one question: who can say yes. The answer depends on who owns the facility. A center a management company controls is one sale. A center it shares with a health system and the surgeons is another. A center the surgeons own is a third. Each has a different signer. I read the facility types you sell into from the owners’ own filings and rank them. For each one you get four things: whose money your product saves, who decides and who signs, how many there are, and the order in which to approach the owners. Where the record allows, it also reads what already runs in the building and which payer programs sit in front of the door, since a site inside an enterprise EHR and a site on a management company’s fleet standard are different sales. You retain the work. It takes no position on your product and names no customer of the platforms it reads. Fixed fee, scoped to your markets. A one-page sample, one health system’s surgery centers read from the public record, is here: Advocate Health, Illinois: eight surgery centers, one name, four buyers.

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

Contact

founder@certagridhealth.com