Most owners assume the most important work happens before the LOI: getting the practice positioned, finding a buyer, and negotiating headline terms.

In reality, the LOI is often where the real work begins.

A true advisor’s role doesn’t stop when a letter is signed. That’s the moment the incentives shift and the pressure increases. Diligence introduces new variables, new interpretations, and, in some cases, quiet attempts to reprice the deal. The right advisor is still negotiating, constantly, protecting the economics, tightening the terms, and making sure the business receives credit for the performance it’s delivering.

This case involves a Texas healthcare practice owned by two partners who wanted to understand what their business was worth and begin laying the groundwork for a thoughtful transition out of the practice.

Laying The Groundwork For A Transition

The owners came to TUSK with a great business and were beginning to think more seriously about the next chapter. They wanted clarity on two things:

First, what the practice would be worth in the current buyer market. Second, what steps should they take now to start preparing for a future transition so they can exit on their terms.

These early conversations allowed the owners to understand the real value drivers of their business, tighten their financial story, and enter the market with confidence at their own pace.

The First Market Run: A Strong Path Until Diligence Shifted The Goalposts

When we took the practice to market, we identified a solid opportunity with a buyer that, on the surface, aligned well. The process progressed, and the economics looked workable.

Then the business continued to perform.

During the roll-forward period—the time between the financial cutoff and the expected close—the practice experienced a meaningful uptick in EBITDA. This was a visible performance and a direct reflection of a stronger business than the buyers initially underwrote.

Importantly, the treatment of that EBITDA improvement had been discussed and agreed to in principle before the LOI: the owners would receive credit for the improvement as the numbers rolled forward.

Once diligence began, the buyer refused to honor that agreement.

At that point, what should have been confirmatory diligence became a valuation dispute. The buyer was effectively asking the owners to give away growth they had already generated.

Back To Market: A Better Business, A Stronger Buyer Environment, And A Better Outcome

When TUSK took the practice back to market, we weren’t bringing the same opportunity back out. We were bringing a better business.

Performance had improved. EBITDA had moved in the right direction. Valuation was up $3.2M higher.

We were also seeing a stronger buyer environment, paired with a stronger business, which creates exactly what owners want: leverage.

TUSK found a buyer who understood the financials inside and out, underwrote the business appropriately, and valued the practice based on what it was actually producing.

The result was materially better economics, and with a partner they could trust.

The Outcome

When the first buyer stopped giving credit for the practice’s EBITDA lift, the question became simple: accept a discounted outcome, or hold the line and pursue full market value. As their advisor, we were committed to generating the best-outcome for our clients no matter what. The owner’s decision to go back to market created meaningful results: a $1.5 Million increase in total enterprise value from their original process.

As your dedicated healthcare advisor, TUSK Practice Sales helps healthcare practice owners like the doctors above make high-stakes decisions with a clear, unvarnished read on the market, your practice’s financial performance, your transition goals, and the offers you have on the table. It’s a privilege to guide owners through a once-in-a-lifetime event—and to ensure you execute it the right way, on your terms.