Selling to a DSO or corporate buyer
Overview
DSO and corporate sales reach valuations private-buyer deals can’t — but the headline multiple is rarely the most important number. Rollover-equity terms, post-closing employment commitments, operational autonomy, and the language of the restrictive covenants determine whether the deal feels like a successful exit five years later or a contractual trap. We negotiate against the institutional buyers daily; we know which terms are negotiable and which are standard.
What we handle
- LOI negotiation with binding-vs-non-binding clauses set up to your advantage
- APA and stock purchase agreement drafting and review
- Rollover-equity structuring, vesting, and exit mechanics
- Post-closing employment and clinical-services agreements
- Non-compete and non-solicitation negotiation
- MSA / management services agreements and PC / MSO structuring
Questions we'll work through with you
- Will you retain ownership in the practice post-closing? If so, on what terms and what exit mechanism?
- How long will you commit to clinical practice or executive role after closing?
- What operational and clinical autonomy will you retain?
- How will the non-compete and non-solicitation clauses constrain your next move?
Our Process
How Can Our Team Help You to Reach Your Goals
01
Pre-LOI (4–8 weeks)
Financial cleanup, EBITDA normalization to institutional standards, MSO/PC structure review and pre-deal cleanup if needed.
02
LOI (2–4 weeks)
DSO LOIs are more comprehensive and more aggressive than private-buyer LOIs. Rollover-equity terms, post-closing employment, non-compete scope, and management-services-agreement architecture all set here.
03
Due Diligence (8–12 weeks)
Institutional diligence — financial, legal, regulatory, IT, environmental. Multiple workstreams from multiple advisors.
04
Definitive Agreement (4–8 weeks)
Heavy document set: APA, MSA, employment agreement, rollover-equity documents, restrictive covenants. Each is negotiated against the institutional buyer’s standard package.
05
Closing (1 day, often coordinated with financing close)
Funds wire (cash portion), rollover-equity issuance, MSA effective date, employment agreement effective date.
06
Post-Closing (24 months and longer)
Seller commits to clinical and/or executive role for the agreed term. Earn-out and rollover-equity values resolve over multiple years. Restrictive covenants run through and beyond the employment term.