What Practice Owners Should Expect When Preparing for a Sale

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For many healthcare practice owners, the decision to sell is not simply a financial transaction. It is a transition point that can affect their team, patients, legacy, lifestyle, and long-term financial future. That is why Nate Thompson, founder and CEO of Triumphant Partners, believes the sale process should begin with much more than a valuation.

Triumphant Partners is a national sell-side mergers and acquisitions advisory firm specializing in healthcare practice transitions, with deep experience in dental, specialty, DSO, MSO, and private equity-backed transactions. The firm works with doctors and healthcare entrepreneurs who are considering a transition, whether that means selling to another doctor, partnering with a strategic group, or pursuing a private equity platform opportunity.

According to Thompson, the most successful transitions begin with clarity. Before a practice ever goes to market, the owner needs to understand why they are considering a sale, what kind of future they want, how long they are willing to remain involved, and what kind of partner would best protect the culture they have built.

“A practice sale is often one of the largest decisions of a doctor’s career. It is not just about getting the highest number. It is about understanding the seller’s goals, protecting the team and patients, and making sure the transaction supports the next chapter.”

The First Step: Understanding the Seller’s Goals

Thompson says Triumphant Partners typically begins with a discovery call. The purpose is not to rush a doctor into the market, but to understand what the owner is trying to accomplish.

Some doctors are ready to retire and want a clean transition to another provider. Others are younger owners who want to de-risk financially while continuing to lead clinically. Some are building multi-location groups and looking for capital, operational support, or a private equity partner to help scale faster.

That distinction matters because the right transaction structure depends heavily on the seller’s personal and professional goals.

A doctor-to-doctor sale may allow an owner to receive cash at closing and leave on their own timeline, sometimes after a short transition period. A strategic partnership with a DSO, MSO, or larger group may involve the seller continuing to lead the practice while gaining administrative support, buying power, benefits, and future upside through equity. A private equity or family office transaction may be appropriate for larger groups that want to build a platform around the existing owner’s vision.

The wrong structure can create frustration after closing. The right one can help a doctor preserve autonomy, maintain culture, and participate in future growth.

Valuation Comes Before the Market

After the initial discovery call, Triumphant Partners conducts a preliminary analysis of the practice. That includes reviewing financials, production reports, and other practice-level information to determine whether a transaction is likely to meet the seller’s expectations.

This step is critical because not every practice is ready to go to market immediately. In some cases, the better decision is to wait three, six, or twelve months and make strategic improvements first.

That may involve cleaning up financial reporting, improving margins, adjusting expenses, strengthening associate agreements, adding provider capacity, improving systems, or building a better growth story for buyers.

Rather than viewing that as a delay, Thompson sees it as value creation.

“Sometimes the best advice is not, ‘Let’s go to market tomorrow.’ Sometimes it is, ‘You are close, but here are the two or three things that could put you in a stronger position.’ A better-prepared seller usually has more leverage, fewer surprises, and a smoother path to closing.”

The Importance of Clean Financials

Once a seller decides to move forward, the advisory team begins a deeper underwriting process. This is one of the most time-consuming but important parts of the transaction.

The team reviews multiple years of financials, analyzes general ledgers, identifies one-time or non-recurring expenses, and determines which costs a buyer would or would not expect to continue after closing. This work helps establish adjusted earnings and gives buyers a clearer picture of the practice’s true performance.

For sellers, the goal is to avoid surprises later in the process.

Buyers, lenders, DSOs, and private equity firms will all conduct their own due diligence. If the numbers presented early in the process cannot be supported later, a buyer may attempt to retrade the deal, reduce the purchase price, change terms, or walk away entirely.

Thorough preparation helps prevent that.

Going to Market Without a Shotgun Approach

When a practice is ready to be introduced to buyers, not every opportunity should be blasted to the same long list of groups. Instead, Triumphant Partners takes a targeted approach, identifying buyers that are most likely to be a strong fit based on geography, specialty, culture, deal structure, support model, and seller goals.

For some practices, only a handful of potential buyers may make sense. For others, especially larger or platform-level opportunities, the list may be broader.

The goal is not just to create competition. It is to create the right competition.

A high offer from the wrong buyer can create problems after closing. A slightly different structure from a better-aligned partner may ultimately produce a better outcome for the seller, the team, and the business.

Evaluating Letters of Intent

Once interested buyers review the opportunity, meet the seller, and submit indications or letters of intent, the next stage is comparison.

Sellers should not evaluate an LOI based only on the headline number. They also need to understand the structure.

That includes cash at closing, rollover equity, retained ownership, employment terms, earnouts, equity upside, tax consequences, seller obligations, non-compete restrictions, and the buyer’s plan for the practice after closing.

This is also the stage where cultural fit becomes even more important. Sellers may meet with buyer leadership, visit facilities, speak with other doctors already affiliated with the group, and ask detailed questions about what life looks like after closing.

The best buyers are usually able to explain not only what they are paying, but how they will support the practice once the transaction is complete.

“The number matters, but it is not the whole deal. Sellers need to understand the terms, the tax impact, the equity, the employment agreement, and what day one, day 30, and day 180 will actually look like.”

The LOI is Not the Finish Line

One of Thompson’s clearest warnings to sellers is that signing a letter of intent does not mean the deal is done.

He describes the LOI as “halftime.” The first half includes valuation, preparation, buyer outreach, meetings, and negotiating terms. The second half includes due diligence, legal documentation, financing, lease assignment, employment agreements, lien payoffs, and closing logistics.

That second half can be just as demanding as the first.

During due diligence, the buyer and its advisors will review the practice’s financials, production trends, legal documents, employment arrangements, insurance participation, contracts, lease terms, and operational details. If performance declines after the LOI is signed, or if key information does not match what was presented earlier, the transaction can become more difficult.

For that reason, Thompson advises sellers to continue operating the practice with focus and consistency until the transaction is fully closed and funded.

Common Deal Killers Sellers Should Address Early

While every transaction is different, Thompson sees several issues that can create serious problems during due diligence.

The first is the lease.

If the seller does not own the building, the lease must typically be assigned or renegotiated. A landlord who refuses to cooperate, a lease that is close to expiration, or language that restricts assignment can delay or jeopardize a transaction. For that reason, Triumphant reviews leases early in the process.

The second major issue is a high-producing associate.

If an associate produces a large share of the practice’s revenue but does not have a strong employment agreement, or is unwilling to remain after closing, the buyer may view that as a major risk. In some cases, losing that provider could materially reduce the value of the business.

The third is declining revenue.

Buyers want to see that the practice is stable or growing. A seller who takes their foot off the gas after signing an LOI may weaken the deal. If revenue drops materially during due diligence, the buyer may reconsider price or terms.

“The three issues that can create the most trouble are the lease, a key associate who is not aligned, and declining revenue after the LOI. Sellers should address those risks early instead of hoping they will work themselves out later.”

Preparing the Team for the Transition

A successful transaction does not end at closing. In many ways, closing is the beginning of the next phase.

For doctors who remain with the practice after selling, the transition must be communicated carefully to the team. Employees want to know what will change, what will stay the same, whether their jobs are secure, and how the new partner will affect their day-to-day work.

Sellers and buyers should work together on that communication strategy. The message should explain why the transaction is happening, why it is positive for the practice, and how the team will be supported going forward.

In many strategic transactions, employees may gain access to benefits, resources, systems, or career opportunities that were difficult for an independent practice to provide. However, even positive change can create uncertainty if it is not communicated clearly.

What Sellers Should Expect After Closing

Even in strong partnerships, the first several months after closing can involve adjustment.

There may be new reporting systems, payroll processes, vendor relationships, software platforms, or administrative procedures. Some buyers may make very few operational changes at first, while others may begin integrating systems more quickly.

The seller should understand this before signing the LOI.

Questions to ask include: What changes on day one? What changes in the first 30, 60, or 90 days? Will the practice management software change? How will payroll and benefits be handled? Who communicates with the team? What authority does the doctor retain? How will clinical autonomy be protected?

The more detailed those conversations are before closing, the fewer surprises there are afterward.

A Better Sale Starts Years Before the Transaction

Although some owners reach out when they are ready to sell immediately, Thompson encourages doctors to begin learning about their options years in advance.

Younger owners, in particular, can benefit from understanding what buyers value. Strong margins, reliable systems, low staff turnover, clean financials, updated equipment, strong online reputation, provider depth, and the ability to keep more services in-house can all make a practice more attractive.

For multi-location owners or doctors who want to build toward a private equity platform, preparation becomes even more important. Buyers want to see scalable infrastructure, leadership depth, consistent performance, and a clear growth story.

Early planning gives owners time to make improvements before the market evaluates the business.

The Bottom Line

Selling a healthcare practice is a complex process with financial, legal, operational, tax, cultural, and personal implications. For Thompson, the best outcomes come when sellers take a disciplined approach, understand their options, and surround themselves with advisors who know how to navigate the details.

A successful transition is not simply about finding a buyer. It is about finding the right buyer, preparing the practice properly, protecting the seller’s legacy, and ensuring the business is positioned to thrive after closing.

For practice owners considering a transition, the message is clear: start early, know your goals, clean up the details, and do not treat the LOI as the finish line. In a transaction that may define the next chapter of a doctor’s career, preparation can make all the difference.