For years, I worked for a buyer in the healthcare private equity space, representing both boutique and national organizations in acquiring medical practices. During that time, if I could have been brutally honest in every initial meeting, I would have said, “I am not your friend!” Of course, that approach would have been counterproductive, so I typically went with, “Dr. Smith, it’s wonderful to meet you! You’ve built an incredible practice, and my role is to ensure that a partnership is mutually beneficial and provides the value you deserve.”

It’s remarkable how changing a few words can set a completely different tone for the conversation.  Now, to be fair, this is NOT a judgement on any of the groups, their business development people, or MSO’s in general. This is an amazing industry with a lot of incredibly good people working in it across all functions providing incredible patient care at the end of the day. But let’s not mince words: as a buyer representative, my role was to acquire practices that fit my organization’s goals while paying as little as possible to maximize the value for our investors. This was accomplished through several strategies—some of which I’ll unpack here.

But First, a primer on Private Equity

It helps to have a solid understanding of the tenets of a PE investment thesis prior to a discussion about all out strategy. In short, it’s the valuing of one entity at the lowest price point possible, combining that entity with dozens of others like it, creating some synergistic impact and selling that efficient, packaged group at a significantly higher price point per unit to a larger private equity firm. This is referred to as “arbitrage” and that is how PE groups measure the return to their investors and make money. It is well thought out and highly organized, with downward pressure being applied to the operating group to perform. Ok, back to the reason we’re here, strategies.

The Danger of Unsolicited Offers

Unsolicited offers are often the easiest way for buyers to secure deals at a discount. Without proper representation, sellers rarely understand their practice’s true value. Many assume their practice is worth a fixed percentage of annual revenue—say, 70% of collections from the past year.  For example, a $2M plastic surgery practice with a 20% margin ($400K EBITDA) might sell for $1.6M in private transactions. But with proper representation, such a practice could fetch $2.8M to $3.2M in today’s market. As a buyer, my job was to identify these unrepresented opportunities and acquire them for far below their market potential—usually somewhere in between these figures.

If the seller believed they were getting a “great deal” at $2M, that was a win for me, my organization, and the investors we served. However, when sellers worked with professional advisors like TUSK, they regularly commanded 20–40% higher valuations due to competitive processes and proper EBITDA adjustments.

The Numbers Game: Pro-Forma Financials and Buyer Maneuvering

Buyers in the plastic surgery market thrive on efficiencies of scale. Larger organizations leverage professional management, centralized operations, and bulk purchasing power to achieve significant cost savings and improved profitability. This creates a disparity between the financials sellers provide, and the financial projections buyers use.

Your CPA might report $400K EBITDA, but a buyer’s pro forma financials could show $600K EBITDA based on their ability to streamline operations and cut costs. While sellers rarely get full credit for these efficiencies, buyers often use this disparity to justify lower internal valuations.  For example, a buyer might offer a 7x multiple on your $400K EBITDA (valuing your practice at $2.8M), but internally, they’re viewing the deal as a 4.6x multiple on their pro forma $600K EBITDA. This discrepancy allows them to capture more value, often at the seller’s expense.  Understanding where some of the opportunity is within the business will provide much needed leverage during the negotiation process to help with valuation increases and more favorable terms.

The Earnout Trap: Incentives with Strings Attached

When sellers are well-informed and demand higher valuations, buyers often structure deals with performance-based earnouts. These agreements tie a portion of the deal value to your practice hitting specific performance milestones after the sale.

For example, a $12M deal might include:

• $6M cash at close
• $4M after Year 1 if the practice maintains current performance
• $2M after Year 2 if the practice grows by 20%

While these arrangements can work, they often shift risk back onto the seller. If your practice misses on the necessary growth, the buyer reaps the benefits, effectively lowering the multiple they paid. Sellers who aren’t careful can find themselves working harder post-sale for money they thought was guaranteed.  To be fair, many of these are common practices in dealmaking today, however understanding the metrics attached to them, and having someone negotiate the goalposts for you will facilitate a far easier path to maximization of your deal value.

The Bottom Line

Selling your plastic surgery practice is one of the most significant financial decisions you’ll ever make. While the sale price is important, understanding the motives and strategies of buyers is just as critical. Their goal is to pay as little as possible while convincing you that you’re getting a great deal.  This process is built on emotion and a seller’s lack of market knowledge. Don’t let that be you. With the right representation, you can bridge the gap between what buyers are willing to pay and the true value of your practice—ensuring you don’t leave money on the table.

Missed opportunities can cost millions. Don’t sell alone.