“How much more can you really improve my offer? What’s the point of hiring an advisor if I already know who I want to sell to?”

These are questions we often hear from dermatology practice owners, especially those who’ve already received an unsolicited offer from a private equity-backed group or MSO. The number looks strong, the buyer sounds credible, and the upfront cash feels real.

But in our experience, the offer you’re holding rarely tells the full story.

At TUSK, our job as your dermatology practice broker isn’t just to get you a practice valuation you’re excited about. It’s to make sure that valuation holds, and that you’re protected from the deal terms hiding behind the number. Sellers who take things into their own hands often don’t see the cracks until they’re deep into the process and then what seemed like a good deal on paper becomes a hard decision: accept worse terms or walk away from months of momentum.

Let’s look at what’s actually in the fine print, and how it could quietly chip away at your outcome.

A Dermatology Deal That Fell Apart

Here’s a pretty typical offer we see in dermatology M&A:

• Buyer-Calculated EBITDA: $1.3M on $5M in revenue
• Valuation: 7.5x = $9.75M Enterprise Value
• Allocation:
  • 60% Cash at Close ($5.85M)
  • 30% Holdco Equity ($2.925M)
  • 10% Earnout ($975k)

On paper, it’s a win. The seller was thrilled and signed the LOI immediately.

But here’s what happened after diligence began:

• EBITDA was revised by the buyer’s accounting team during the QofE process, lowering the valuation by almost $1MM in total value
• The HoldCo equity came with a 3x liquidation preference—PE got paid twice before the doctor saw a dollar
• The earnout that was introduced was tied to a 15% growth target with no operational control to influence outcomes. In addition, it was an all or nothing line item.

That “$9.75M” deal? It closed closer to $7.9M—much of which is tied up in illiquid equity with no clear exit timeline.

So where did things go wrong?

Right where most sellers don’t look: the LOI.

Deal Terms That Dermatology Practice Owners Can’t Afford to Overlook

1. EBITDA: The Baseline That Drives Every Dollar

EBITDA is the foundation of your valuation. It’s how buyers determine the return on their investment, and how your practice is priced.

During diligence, the buyer’s Quality of Earnings (QoE) team will dig into your numbers, often:

• Pushing back on add-backs
• Recasting revenue based on different recognition methods
• Flagging seasonal or one-time spikes in collections
• Normalizing payroll or rent in ways that lower profitability

Every small adjustment chips away at your EBITDA. And if no one’s defending the math, the valuation gets quietly reduced.

At TUSK, our in-house analytics team builds your financial model to match the standards of a buyer’s QoE firm—before diligence even begins. We run it through the same filters, prepare justifications, and respond with precision to protect the number that drives the deal.

A strong offer doesn’t matter if the EBITDA can’t stand up to scrutiny.

Want to know where your EBITDA stands? Get a complimentary dermatology practice valuation→

2. Rollover Equity: Looks Like Upside, Often Acts Like Risk

In dermatology, 30–50% of your total deal value will often come in the form of equity. That may be equity in:

• A Joint Venture (JV) tied specifically to your location or region
• A HoldCo that owns the entire platform

But not all equity is created equal.

Before you agree to take equity in lieu of cash, make sure you know:

• Who controls the exit, and when it might happen
• If other physicians have successfully realized liquidity from their equity
• If you can sell your equity at all, or only when the platform exits

Too many dermatologists are promised “future upside” that never materializes. If the deal doesn’t clearly outline how and when you’ll monetize your equity, assume you won’t.

3. Post-Close Economics:How It Impacts Your Future Earnings

After the deal closes, your long-term outcome is shaped by more than just collections or profitability. If you’ve retained equity, your future distributions will depend on how the buyer operates the business, and how success is defined inside their model.

These post-close mechanics often aren’t detailed in the LOI but show up in the final agreement. And they matter. Without full transparency, your projected upside can fall short.

That’s where TUSK comes in. As a leading dermatology practice sales advisor, we don’t just get you to the finish line, we make sure you’re confident crossing it. We walk you through how the structure works, what to expect post-close, and how equity mechanics, growth metrics, and platform fees will actually affect your earnings.

As your dermatology broker, our goal isn’t just to help you close, it’s to make sure you’re still happy with the deal long after it’s done.

4. Who’s Actually Behind the Check?

You’re not just selling to the MSO you’re talking to. You’re entering a long-term relationship with a private equity sponsor.

Before you say yes, ask:

• What’s their history in dermatology or healthcare?
• Have they taken similar platforms to exit, or is this their first?
• Are they backed by institutional capital or still raising funds?
• Is this a continuation fund, a first-time fund, or a platform close to the end of its hold period?

If your upside is tied to their exit, you need to know they can get there.

Equity without a clear exit is just deferred compensation with a long lockup. And dermatologists deserve more than a promise.

A “Good Deal” Isn’t Just About the Number

The biggest misconception we see in the dermatology practice sales process? Assuming a strong valuation means you’ve secured a strong deal.

The reality is: most deals shift between LOI and close. Buyers come to the table with full teams of legal, financial, and operational advisors, all working to protect their downside. And to be clear, that doesn’t make MSOs or private equity groups bad partners. Many will add real value post-close. But their objective is straightforward: acquire your dermatology practice at the lowest acceptable price so they can maximize their return at the next recapitalization event. They’re confident they’ll improve operations with their systems and resources, and they want to benefit from the upside they create.

If you don’t have that same level of strategic firepower in your corner, you’re already negotiating at a disadvantage.

At TUSK, we’ve advised hundreds of healthcare practice owners. We don’t just help you sell. We help you sell smart.

Already Have an Offer?

Let us review it—no obligation. We’ll stress-test the structure, model your take-home value, and give you an honest read on whether the deal is working for you… or just for the buyer.

Learn how TUSK can increase your dermatology practice offer→

About TUSK Practice Sales

TUSK is the premier healthcare M&A advisory firm for practice owners seeking a strategic or private equity partner. With over $1B in closed healthcare transactions, our team delivers elite-level analytics, flawless execution, and a proven marketed sales process that maximizes value for sellers. We’ve helped dermatology practice owners across the country take their practices to market, secure competitive offers, and close with confidence. Learn more at www.TuskPracticeSales.com