Operations & Strategy

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.

Reviewed by Stanislav Sukhinin, CFALast reviewed September 30, 2026

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Definition

Selling to private equity (PE) is a transaction where a PE-backed platform acquires majority ownership of your practice while you typically retain partial equity and continue clinical work.

The detail

PE transactions in healthcare are not retirement events; they are partnerships. The price is usually split between cash at close and rollover equity in the buyer's platform, and Foley & Lardner notes that in larger deals the rollover can make up to 40 percent of the value of the recapitalized practice. Sellers also sign employment agreements and restrictive covenants that keep them practicing after closing. The right reasons to sell to PE: you want partial liquidity, you want capital and operational infrastructure to grow, you are willing to give up final decision authority on hiring and capital allocation, and you expect to keep practicing for years after closing. The wrong reasons: you want to fully retire (your employment agreement will keep you working), you want full autonomy (PE platforms standardize operations), or you are tired and want out (post-close transition is harder than current operations). The financial outcome depends heavily on rollover equity performance, which is unknowable at close. At the second sale, Nixon Peabody's healthcare deal lawyers point out, a physician's result can depend less on the headline price than on terms signed years earlier: where the rollover sits in the payout waterfall and whether it has to roll again. Treat the second exit as the main payday and the first close as the de-risking event.

What this means for clinic owners

From Sorso

PE is a partnership, not an exit. If you want to actually leave clinical practice, sell to another physician or group instead. PE usually pays more than a retirement buyout would, but it pays for the next chapter of work, not for the end of it.

Stanislav Sukhinin, CFA

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Related questions

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.

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 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 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.

Stanislav Sukhinin, CFA — Founder of Sorso
Stanislav Sukhinin, CFA

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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