How do PE firms value medical practices?
Private equity firms value a medical practice as a multiple of its trailing-twelve-month adjusted EBITDA, and the multiple rises with scale. Published ladders run from 2.5–4x for a single owner-operated physical therapy clinic (Breakwater M&A) to 10x–20x for large primary care platforms (Scope Research), and payer mix, growth and owner dependence move a practice within its band.
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Definition
Private equity (PE) is investment capital from funds that buy controlling stakes in companies, hold them for several years, and aim to sell to the next buyer at a higher value.
The detail
PE valuation of a medical practice happens in three steps. First, normalize EBITDA by adding back owner above-market compensation, personal expenses, one-time items, and pro forma adjustments for new providers and locations. Second, apply a multiple based on practice size. No index publishes a cross-specialty ladder, so the bands come from the advisory firms that work each segment. FOCUS Investment Banking puts dental practices at 5–7× under $1M of adjusted EBITDA, rising to 9–11× at $3M to $5M. Breakwater M&A puts physical therapy at 2.5–4x for a single location with $150K to $500K of EBITDA, rising to 6–8x+ at $3M and up. Scope Research, which segments by revenue rather than EBITDA, puts primary care at 3x to 6x under $5M of revenue, 5x to 10x at $5M to $50M and 10x to 20x for large platforms (May 2025). Each segment's full ladder is on its own page: urgent care, dental, physical therapy and dermatology. Third, structure consideration. Foley & Lardner notes that the price is usually split between cash and rollover equity in the recapitalized practice, and puts rollover at generally 10 to 40 percent of the practice's total enterprise value. Some of the price may also be deferred. Foley reports that traditional earnouts have proved difficult to use in physician deals because of regulatory concerns, and sponsors have turned to set deferred payments, which a physician forfeits by leaving before they are paid. Rollover equity is the provision to negotiate hardest, because it is your second bite at the next exit. Foley notes that this second bite is sold to physicians "with the hope that it is a significant multiple of the original investment," so model what it is worth if that hope does not pan out.
Physicians in PE recapitalizations usually receive rollover equity in the management services organization alongside cash, and that equity "can, generally, range from 10-40% of the total enterprise value of the acquired practice."
In larger physician practice deals, rollover equity can be up to 40% of the value of the recapitalized practice.
Source: Foley & Lardner, Physician Practice Private Equity Transactions: A Refresher (Jan 2025)
Primary care sells at 3x to 6x EBITDA under $5M of revenue, 5x to 10x at $5M to $50M, and 10x to 20x for large, value-based or tech-driven platforms.
Source: Scope Research, Primary Care Physician Practice Valuation Multiples and M&A Trends 2025 (May 2025)
Physical therapy sells at 2.5–4x adjusted EBITDA for a single owner-operated clinic with $150K to $500K of EBITDA, rising to 6–8x+ for roll-up targets with $3M+.
Source: Breakwater M&A, Physical Therapy Practice Valuation 2026: Multiples by Clinic Size
What this means for clinic owners
From Sorso
The first PE offer you receive is rarely the best one. Multiples can vary widely across competing buyers for the same practice. If you take an unsolicited offer without running a process, you almost certainly leave money on the table. Running that process on normalized numbers is the fractional CFO work we do in the year before a sale.
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What is the average EBITDA multiple for dental practices?
FOCUS Investment Banking publishes a ladder by adjusted EBITDA with the buyer type named on each rung: under $1M at 5–7×, $1M to $3M at 7–9×, $3M to $5M at 9–11×, and $5M+ at 10–12× in select cases. McLerran & Associates puts platform-grade groups above $5M in adjusted EBITDA at 10x to 12x or more and leaves its lower tiers unnumbered. Neither firm publishes an absolute multiple for orthodontics, oral surgery or pediatric dentistry; McLerran says only that specialty practices run roughly 1 to 3 additional turns of EBITDA above general dentistry at the same size tier. Scale, not clinical quality, is what moves you up the ladder.
What is the average EBITDA multiple for PT clinics?
Breakwater M&A publishes physical therapy (physiotherapy) multiples by adjusted EBITDA: $150K to $500K at 2.5–4x for a single owner-operated location, $500K to $1M at 4–6x once a professional manager is in place, $1M to $3M at 5–7x for a platform practice with a regional footprint, and $3M+ at 6–8x+ for a roll-up target. It sums the whole market up as "2.5x to 8x EBITDA" in 2026. Peak Business Valuation states 3.0x to 6.0x with no size breakdown behind it, so read that as a cross-check on the middle of Breakwater's ladder rather than a band for any one clinic size.
What is a dermatology practice worth?
A dermatology practice typically sells for 3x to 5x EBITDA as a solo practice and 4x to 7x as a small group of one to four locations, according to Scope Research's 2026 dermatology update. Large and mid-sized groups with $15M to $50M of revenue reach 7x to 10x, and large integrated platforms 12x to 15x. Scope names in-house pathology, Mohs surgery and cosmetic services as things that can lift margins, but it puts no premium in turns on any of them.
What is a med spa worth?
A med spa (medspa) typically sells for 3x to 6x EBITDA when it is small (typically under $5M of revenue) and 5x to 8x at $5M to $20M of revenue, according to Scope Research's 2026 med spa update. Regional chains above $20M of revenue reach 7x to 12x, and high-growth national platforms 10x to 20x. Buyers pay more for repeat-client revenue, a recognized brand and scale, and less for a spa that depends on its owner.
What is the average EBITDA multiple for an urgent care center?
Scope Research publishes three tiers for urgent care in its 2026 update: single centers and small portfolios (typically under $10M of revenue) at 3x to 7x EBITDA, regional multi-location operators ($10M to $50M of revenue) at 6x to 11x, and large platforms or operators with a value-based or virtual care strategy at 10x to 15x. The caveat Scope attaches to that top tier matters more than the number: the majority of the deals at the high end are from the mid 2010s.
What is the difference between platform and add-on multiples?
Platform acquisitions trade at higher EBITDA multiples than add-ons because the buyer is paying for scale, management and a base to acquire from, while an add-on brings its earnings into a platform that already has those things. In dental, FOCUS Investment Banking puts platform investments at 9–11× EBITDA and add-on acquisitions at 5–8×.
How much will a DSO pay for my dental practice?
DSOs typically pay 5x to 8x EBITDA for an add-on practice of one to three locations and 9x to 11x for a platform-size group, according to FOCUS Investment Banking; Jaffe Law, a dental M&A law firm, puts typical DSO offers for individual practices lower, at 3x to 5x EBITDA or 80% to 100%+ of collections. Only 60% to 80% of the price usually arrives as cash at closing, per Jaffe Law; the rest is rolled equity and an earnout, which Jaffe puts at 20% to 40% and 10% to 30% of the price. Those are separate ranges, so a deal that uses both sits in the lower half of each.
What are EBITDA add-backs in practice valuation?
EBITDA add-backs are non-recurring or owner-related expenses added back to reported EBITDA to show normalized earnings, the figure a buyer applies its multiple to. In an owner-operated practice they usually cover above-market owner pay, personal expenses run through the business, one-time costs and pro forma adjustments, and each one needs documents to survive a buyer's diligence.
Should I sell my practice to private equity?
Selling to private equity makes sense if you want partial liquidity, want to grow with capital and infrastructure, and are willing to operate as a partner rather than sole owner; it is wrong if you want full retirement or full operational autonomy.
How do I evaluate a PE offer?
Evaluate a PE offer on six dimensions: enterprise value multiple, cash at close percentage, rollover equity terms, post-close compensation structure, earnout conditions, and platform exit timing assumptions.
What is a quality of earnings report?
A quality of earnings (QoE) report is a financial due diligence analysis, usually commissioned by the buyer, that normalizes EBITDA, tests whether revenue and expenses are reliable, and flags risks that affect the purchase price. Breakwater M&A puts the fee at $10,000 to $25,000 for a business with under $1M of EBITDA, rising to $50,000 to $150,000 at $10M to $25M.
What is an LOI in healthcare M&A?
A letter of intent (LOI) in healthcare M&A is a mostly non-binding agreement that sets the proposed purchase price, structure, exclusivity period, and diligence timeline before a buyer commits the resources to close a deal. The exclusivity and confidentiality clauses are the parts that usually bind.
What is rollover equity in a practice sale?
Rollover equity is the portion of sale proceeds that the selling owner retains as equity in the buyer's platform, generally 10 to 40 percent of the practice's total enterprise value in physician deals according to Foley & Lardner, creating a second liquidity event when the platform is later sold.
What is a working capital peg in an M&A deal?
A working capital peg is the target level of net working capital the buyer expects at close; delivery above or below the peg results in a dollar-for-dollar purchase price adjustment, which can move the headline price at close in either direction.
How long does it take to sell a medical practice?
Selling a medical practice to a PE buyer usually takes about six to nine months from hiring an advisor to closing. FOCUS Investment Banking says its healthcare sell-side process typically takes 6 months, and broker Raincatcher puts a clinic or small-group sale at six to nine months: preparation and valuation in months one to two, marketing and offers in months two to five, and diligence, licensing and closing in months five to nine.
What is an earnout in a healthcare M&A deal?
An earnout is a portion of the purchase price paid only if the practice hits financial targets after closing, usually revenue, collections or EBITDA measured over one to three years. In dental DSO deals, Jaffe Law puts earnouts at 10% to 30% of deal value, and SRS Acquiom's deal data put the achievement rate for earnouts outside life sciences at 21 cents on the dollar.
What is a platform investment thesis in healthcare PE?
A platform investment thesis is the PE firm's plan for how a first acquired practice will grow into a multi-location roll-up through add-on acquisitions, built around growing EBITDA substantially over a hold period that now runs to a 6.0-year median. We have not found a published figure for how much EBITDA growth platforms target, so treat any specific multiple of growth as a negotiating claim rather than a benchmark.
What is a MEIP in a healthcare PE deal?
A management equity incentive plan (MEIP) is a pool of equity reserved for executives and providers who stay with the platform after a PE deal, paying out at the next liquidity event. In WTW's 2026 survey of 47 PE-backed companies, the median pool was 10% of undiluted shares, and 75% of it was granted up front.
What is a data room in healthcare M&A?
A data room is the secure online repository where a seller uploads financial, legal, clinical, and operational documents for buyer diligence, organized in folders that follow the buyer's diligence request list.
What is an IOI in healthcare M&A?
An indication of interest (IOI) is a non-binding preliminary bid, usually providing a price range rather than a specific number, submitted after a buyer reviews the confidential information memorandum but before full diligence or LOI.
What is reps and warranties insurance in M&A?
Reps and warranties insurance (RWI) is a buyer-side policy that covers financial losses from breaches of seller representations in the purchase agreement. Marsh puts average premiums for US and Canadian deals at 3.0% to 3.7% of the policy limit in early 2026.
What is a non-compete in a healthcare practice sale?
A non-compete in a healthcare practice sale restricts the selling physician from opening or joining a competing practice within a defined radius and time period after closing. Courts enforce sale-based covenants more readily than employment ones; for dental practice sales, Jaffe Law says they often run 15 to 20 miles and 3 to 5 years, and state law decides what holds.
What is pro forma EBITDA in a practice valuation?
Pro forma EBITDA adjusts historical earnings for known future changes like new providers hired mid-year, fee schedule increases in effect, or a recently-opened location running below capacity, typically reflecting a full year of annualized performance.
How should I structure LLCs for multi-location healthcare practices?
Most multi-location healthcare practices use a holding-company structure: a parent LLC (often an S-corp for tax) owns separate per-location operating LLCs and a separate real estate LLC for any owned buildings. This isolates liability between sites, simplifies partner buy-ins at the location level, and keeps real estate out of the operating risk pool, but it must be designed around your state's corporate practice of medicine rules.
What is an MSO in healthcare, and does my practice need one?
An MSO (management services organization) is a separate company that runs a practice's non-clinical side, such as staff, billing, space, equipment and IT, for a management fee, while a practice entity owned by licensed clinicians keeps control of patient care. A practice owned entirely by its own clinicians usually does not need one; it earns its cost when non-licensed investors or partners need a share of the economics in a state that restricts who may own a medical practice, or when several sites share one back office.
Sources
- Foley & Lardner, Learnings from Recent Physician Practice Private Equity Transactions (National Law Review, Dec 2022)
- Foley & Lardner, Physician Practice Private Equity Transactions: A Refresher (Jan 2025)
- FOCUS Investment Banking, Dental Practice EBITDA Multiples 2026 (Apr 2026)
- Breakwater M&A, Physical Therapy Practice Valuation 2026: Multiples by Clinic Size
- Scope Research, Primary Care Physician Practice Valuation Multiples and M&A Trends 2025
Founder of Sorso and a CFA charterholder. Before Sorso, Stan spent 19 years in corporate finance at institutions including UniCredit and Société Générale — managing a $450M loan portfolio and making senior partner at a major mezzanine lender by 29 — then built a fractional CFO firm exclusively for outpatient healthcare clinics.
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