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Financial Fellow$hip

Should I sell my ophthalmology practice to private equity?

The short answer

Price the whole trade, not the check at closing. A platform sale converts your ownership into three things at once: cash now, a minority share in a larger entity, and an employment contract with the buyer, and the three have to be valued together, because the second and third are where the trade is won or lost.

Private equity firms typically take a 60 to 80 percent share of the practice (Medscape reporting on private equity in ophthalmology), leaving the selling physicians with the remaining minority interest and a multi year employment agreement. Ophthalmology is a favored platform specialty for structural reasons: cataract volume is durable, the surgery center is a valuable facility asset, and an aging population grows the demand. That favor is why the offers arrive. It is not a reason to sign one.

Part of the ophthalmology hub.

How the model works, and why your practice is the target

The platform buys a strong anchor practice, then adds smaller practices around it, and makes its return at the second sale, when the assembled platform is sold to a larger buyer at a higher multiple than the blended price paid to build it. The selling physicians participate in that second sale through their retained minority share, which is the pitch's most attractive element and its least certain one: the share pays only if the second sale happens, at a valuation nobody can promise, in a year the physicians do not choose. The surgery center is central to the platform's arithmetic, because the facility stream is the most durable earnings in the structure and the asset acquiring lenders understand best. A practice with a strong center and deep referral base is therefore a platform foundation as well as a good practice, and its owners should hear every offer with that in mind. The first valuation conversation prices the practice as earnings. The sophisticated seller also prices what the practice is worth as someone else's beginning.

What changes the day after

The physician becomes an employee of the platform, usually on a multi year agreement at a compensation set from the practice's prior earnings, and the items that were owner decisions become platform decisions in sequence: staffing levels, equipment purchases, payer contracting strategy, schedule templates, and eventually the second sale itself. Production expectations are commonly built into the post sale compensation, so the income that continues is tied to the volume that continues, and the covenant in the employment agreement governs what happens if the relationship ends early. None of this is hidden. It is the product being sold: the platform buys the right to run the practice, and pays for it. The seller's question is whether the cash, the retained share, and the employment years, summed honestly with the second sale discounted for its uncertainty, outweigh the alternative that is always available and rarely priced with the same care: keep the practice, take its distributions for the remaining career, and sell or wind it down at the end on the market for physician practices.

The household side of the sale is its own discipline. A closing produces a large taxable event in one year, arriving at the household's highest marginal rates, and the windfall lands inside a plan or it lands as lifestyle. The households that sell well decide the money's lanes before the closing: taxes reserved in full, the retirement funding consequences modeled, the remaining career's lower salary built into the spending plan, and the retained share carried on the balance sheet as the illiquid, uncertain asset it is rather than as found wealth. The estate and tax planning for a sale of this size is established stage work, engaged before the letter of intent, not after the wire.

The main points

  • Price all three parts of the trade together: cash at closing, the retained minority share discounted for illiquidity and uncertainty, and the post sale employment contract.
  • The platform's profit is the second sale. Your share pays only if it happens, at a time and price you do not control.
  • The surgery center is central to the platform's valuation, which is the seller's strength and the reason offers arrive.
  • The closing is a large single year tax event. Its lanes are decided before signing, with counsel engaged before the letter of intent.

Related questions

Is the retained minority share worth what the pitch says?

Value it at a discount and make the deal work anyway. The share is illiquid, minority, and paid at an event outside your control, in a structure whose borrowing and fees you do not set. Pitches value it at the hoped for second sale multiple applied to your share of hoped for earnings. A seller who prices it at a conservative fraction of that figure, and still finds the cash and the employment terms acceptable, has a deal that survives disappointment. A deal that only works at the pitch's valuation is the platform's deal, not yours.

What if I am five years from retirement?

The near retirement seller is selling a different asset: a shorter employment tail, a smaller retained share outcome window, and a cleaner personal exit, against the alternative of taking five more years of full owner distributions and then selling or closing. Run both totals across the same five years, including the tax shape of each. The platform sale often wins this comparison on simplicity alone, since a practice sale to an individual buyer at full retirement is a thin market in many towns, and knowing that is worth money at the negotiating table.

Can the physicians buy the practice back or block a second sale?

Almost never, and the documents say so. Control rights follow the majority share, and the sale documents typically include drag along provisions that carry the minority into the second sale on the majority's terms. Read the retained share's rights for what they are: information rights, tag along protections in some structures, and no control. A seller who needs control to be content should not sell a majority share at any price the platform will pay.

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