Every advisor tells you what your practice is worth. The buyer's model decides it.
The people writing about what buyers want are sell-side banks and law firms. The read here comes from the other chair: 130+ healthcare centers acquired and integrated from the buy side, sitting across the table from founder-owner physicians. This is that lens pointed at your practice, on your side, for a flat fee, with no interest in whether you sell.
The buyer has a model. You should know what it says.
A letter just arrived
A platform or a fund reached out, and the number sounds either wonderful or insulting, with no independent way to tell which.
An LOI is on the table
Signing starts exclusivity and sets the anchor for everything after. The structure matters as much as the headline, and the headline is the only part that is easy to read.
An exit is a few years out
The window where the things diligence will flag can still be fixed rather than conceded at the table.
You want the straight read
Not a pitch to sell, not a pitch to stay independent. What a buyer would see, what they would pay for, and what they would discount.
The five things the buyer's model does to your numbers.
Your earnings, rebuilt the buyer's way
Owner compensation reset to what replacing you costs, add-backs sorted into the ones that survive diligence and the ones that get killed, and the earnings number a buyer would actually underwrite.
The concentration discounts
How much of the revenue walks out the door if you do, what one payer contract or one referral source is worth, and what the buyer's model charges you for each.
What diligence will surface
The roster, licensing, billing, lease, and books issues a diligence team finds in week two, surfaced now while they are fixable instead of negotiable.
The structure behind the headline
What the earnout actually pays under the buyer's own base case, what the rollover equity depends on, and how working capital and net debt move the real proceeds.
The year after closing
Compensation conversion, systems migration, and what changes for you and your team, from someone who ran that integration 130+ times on the other side.
The decision memo
Fair, not fair, or fixable first, in plain language, with the levers ranked. Yours to act on and hand to your attorney and any banker you engage.
Everyone else in the conversation is paid at close.
| Comparison criteria | Sell-side banker | The buyer's team | This read |
|---|---|---|---|
| Gets paid when | The deal closes | The deal closes on their terms | Flat fee, before the work |
| Incentive on price | Higher, but mostly: closed | Lower | None |
| Can say "do not sell" | Rarely | Never | Yes, and sometimes does |
| Has run buy-side diligence | Sometimes | Yes, against you | Yes, 130+ centers, for you |
A good banker earns their fee in a real process, and this read is not a substitute for one. It is the independent check that tells you whether to start that process, wait, or fix three things first, from someone with nothing riding on the answer. Healthcare M&AI does not broker transactions and takes no fee contingent on a closing.
The lens was built buying practices like yours.
Healthcare M&AI is led by Shawn Rothlis. At a NASDAQ-listed oncology platform and a PE-backed urgent care platform he ran corporate development across $1B+ in cumulative transaction value and 130+ centers acquired and integrated: building the target lists, running the diligence, structuring the deals, and sitting across the table from founder-owner physicians. Before that he built and reviewed medical-practice and ASC valuations at HealthCare Appraisers, 150+ healthcare services businesses in all.
That is the entire pitch. The people publishing seller guides have mostly never underwritten a practice. This read is the underwriting, done for the owner instead of against them.
Match the scope to the question.
What a buyer sees (this page)
The buyer-lens diagnostic, the offer or LOI second opinion, and the year-after read.
Practice valuation
The indicative value range and driver analysis, refreshed annually, whether or not a buyer ever shows up.
Fractional CFO
The standing seat that works the value drivers month to month, so the eventual read comes back clean.
What owners ask about the buyer's side.
What does a PE buyer actually look for in a medical practice?
Durable earnings after your compensation is set to market, revenue that does not depend on one physician or one payer contract, clean books that reconcile to the tax returns and the bank, a lease that survives a sale, and growth a new owner can actually execute. The buyer's model rebuilds your P&L around those questions before anyone talks price.
Someone sent me an LOI. Should I get a second opinion before signing?
Yes, and from someone with no fee riding on the outcome. An LOI sets the anchor for everything that follows: the headline number, the working capital treatment, the earnout mechanics, and the exclusivity that takes you off the market while the buyer diligences. Every other advisor in the conversation is typically paid at close; the read here is flat-fee, so the answer can be that the offer is fair, or that it is not.
Which add-backs survive diligence and which get killed?
Clearly personal, documented, one-time items generally survive. Owner compensation adjustments survive only to the market rate of replacing you. Aggressive normalizations, undocumented cash items, and recurring expenses dressed as one-time are where quality-of-earnings work cuts hardest, and every dollar cut moves the price by a multiple of itself.
What happens to a practice after private equity buys it?
Compensation converts from owner distributions to a formula, operations move onto the platform's systems, and the rollover equity's value depends on the platform's next sale, not on your practice alone. Having integrated 130+ centers post-close, that first year is knowable in advance, and it belongs in the decision before signing rather than after.
Do you represent me in the sale?
No. This is analysis and advisory on your side of the table: the buyer-lens read, the model work, and the second opinion your attorney and any banker can work from. Healthcare M&AI does not broker transactions and takes no fee contingent on a deal closing, which is exactly what makes the read independent.
Know what the other side of the table already knows.
I will tell you what a buyer would see if they looked at your practice today. No pitch. Just a straight read on where you stand.