Understanding the process

What does selling a healthcare practice actually involve?

Most practice owners go through this once. The terminology, the deal structures, the different players — it’s all new. This page is designed to arm you with a clear understanding of how the process works, so nothing feels unfamiliar when it matters.

The people involved

Practice brokers

Brokers specialize in marketing your practice to qualified buyers. The best ones know their geography and specialty deeply, have established buyer networks, and guide you through negotiations. Choosing the right broker for your practice's size, type, and region is one of the most important decisions in the process — and one we help you make.

Buyers & platforms

DSOs, PE-backed platforms, strategic buyers, and individual purchasers all acquire practices. Each values different things and structures deals differently. Understanding which type aligns with your goals — economically and personally — is a consequential choice.

Your CPA & attorney

Your accountant and lawyer play essential roles in tax planning, deal structure evaluation, and legal protections. Having your financial house in order before the process starts makes their jobs easier and your outcome stronger.

Sell-side advisors (us)

We guide you at the very beginning — before brokers, before buyers. Our role is to help you understand the marketability of your practice, prepare your financials, and navigate the landscape so you can choose the right path and the right people with confidence.

Understanding the deal

Deals are built from several components, and two offers with the same headline number can look very different depending on how they’re structured. Understanding these building blocks helps you evaluate what any offer actually means for you.

Two ways a practice can be sold

Asset sale

The buyer purchases specific assets — equipment, patient records, goodwill, accounts receivable — rather than the legal entity. More common in smaller transactions. The seller retains the entity and any liabilities not explicitly assumed. Tax treatment and liability exposure differ from an equity sale.

Equity sale

The buyer purchases ownership of the entity itself — the LLC or corporation — including all assets and liabilities. More common in larger or multi-location deals, often used to preserve contracts, licenses, or payor agreements tied to the entity. Different tax implications.

Cash at close

The portion paid in cash on closing day. The most straightforward component. Most sellers prioritize maximizing this.

Earnout

Additional payments tied to the practice hitting performance targets after the sale — typically revenue or EBITDA milestones. Can add meaningful value but depends on future performance under new ownership.

Rollover equity

A portion of the purchase price that stays invested in the buyer's platform. In PE-backed deals, this gives the seller a stake in the combined entity. When the platform later sells (a 'second bite'), rollover equity can generate significant additional returns — but it's not guaranteed.

Seller financing

The seller loans part of the purchase price to the buyer, receiving payments over time with interest. Enables deals where the buyer can't fully finance upfront. Carries credit risk.

Retention & non-compete

Most deals require the selling doctor to stay on for a transition period and restrict them from practicing within a defined geography afterward. The length and scope directly affect the practical value of the deal.

Brokerage fees

Brokers earn a commission on the transaction, typically a percentage of the purchase price. The percentage varies by broker, deal size, and complexity. Understanding this upfront helps you evaluate net proceeds.

Normalized EBITDA

Your earnings adjusted to remove owner-specific expenses, one-time costs, and items a new owner wouldn't incur. This is the number buyers use to value your practice — and it's almost always different from what you'd calculate yourself.

Multiple

The multiplier applied to normalized EBITDA to arrive at enterprise value. Varies significantly by specialty, geography, practice size, and buyer type. Understanding what range is realistic for your situation is critical.

Why preparation changes the outcome

The difference between a good outcome and a great one often comes down to what happens before the transaction begins.

We've been on the buy side — now we work for sellers

We've evaluated hundreds of practices from the buyer's chair. We know how buyers normalize EBITDA, where they find adjustments, and what drives their decisions. That perspective is now yours.

Early preparation creates options

The best outcomes happen when owners have time to make decisions rather than react to them. Engaging early means there's room to create value, address issues, and approach the market with confidence.

Independence matters

Our fixed-fee diagnostic means we're paid for the quality of our analysis, not for a future transaction. No listing agreement, no exclusivity. The work product is yours.

We complement your other advisors

Whether you're working with a broker, a CPA, an attorney, or a financial advisor, we bring the buyer's perspective that rounds out the team. We don't replace anyone — we make everyone more effective.

We know what diligence uncovers

From the buy side, we've seen what surfaces during diligence and how it affects deal terms. Our diagnostic is designed to uncover everything a buyer would find — so you're never caught off guard.

Common questions

Do I need to be ready to sell?

Not at all. Many owners we work with are years from a transaction. Understanding the marketability of your practice now helps with retirement planning, partnership decisions, and knowing your options.

How do you work with brokers?

We prepare practice owners so that when they engage a broker, everything is ready — clean financials, normalized EBITDA, realistic expectations. We also help you choose the right broker for your practice's size, specialty, and geography. Brokers value prepared sellers because it means smoother transactions for everyone.

Why is the diagnostic a fixed fee?

The depth of work — preliminary data room, multi-year normalization, benchmarking, value-creation analysis — takes real effort. A fixed fee means the analysis is independent. The deliverable is yours, no strings attached.

What's the difference between you and a broker?

Brokers bring your practice to market and manage the sale. We prepare you for that process — or help you decide if the timing is right. We sit upstream, so that when you do engage a broker or buyer, you're matched with the right one and fully ready.

What specialties do you work with?

We started in dental and are expanding into pain management, ENT & allergy, urology, and behavioral health — specialties where practice owners benefit from understanding the buyer's perspective before entering any conversation.

Ready to understand where you stand?

Schedule a free consultation →