---
title: "Selling Your Practice to a Private Equity Platform: What to Know First | Capstone CFO"
description: "What healthcare practice owners should know before selling to a private equity platform: how valuation works, EBITDA normalization, deal structure, rollover equity and preparation."
image: https://capstonecfo.com/hubfs/capstone-2026/insights-covers/selling-practice-to-private-equity-what-to-know.png
---

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Insights

# Selling Your Practice to a Private Equity Platform: What to Know First

Capstone CFO

**Short answer:** Private equity platforms continue to acquire physician, dental, veterinary and other healthcare practices. An offer can be attractive, but the headline number is only part of the story. Value depends on normalized EBITDA, the quality of your financials and the deal structure, including how much is paid in cash, rollover equity and earnouts. Preparation before you talk to buyers protects both price and terms.

## How buyers value a practice

- **Normalized EBITDA:** earnings adjusted for owner compensation at market rates and one-time items.
- **Quality of earnings:** how reliable and repeatable the profits are, tested by a buyer's diligence team.
- **Payer mix and referral sources:** concentration or reimbursement risk lowers value.
- **Provider retention:** whether providers will stay after the sale, and on what terms.
- **Growth potential:** new locations, services or ancillary revenue the platform can add.

## Understanding deal structure

| Term | What it means for you |
| --- | --- |
| Cash at close | The guaranteed portion of the price |
| Rollover equity | A share in the platform, which can pay off on a future sale but carries risk |
| Earnout | Additional payment if future targets are met |
| Post-close compensation | Your pay as an employed provider, often lower than before the sale |

## How to prepare

1. Clean up your books and close them on time each month
2. Separate personal and practice expenses
3. Document normalization adjustments with support
4. Review revenue cycle performance and fix weak spots
5. Understand your post-sale compensation and what it means for your total value
6. Assemble an advisory team: healthcare M&A counsel, a tax advisor and a financial advisor

## How Capstone CFO helps

- Prepare buyer-ready financials and a defensible EBITDA bridge
- Run a sell-side quality-of-earnings readiness review
- Model offers side by side, including rollover equity, earnouts and post-close pay
- Manage financial diligence requests during the process
- Support you through closing and the transition to the platform

## Frequently asked questions

### How long does preparation take?

We generally recommend 6–12 months of preparation before going to market, so the financials and story are ready for diligence.

### Is rollover equity a good idea?

It can be, if you believe in the platform and can afford the risk. Model what it is worth under several outcomes before you accept it.

### Will I still control my practice?

Usually not in the same way. Clinical autonomy, staffing and pay are negotiated terms, so understand them before signing.

*This article is general information, not legal or tax advice. Consult qualified healthcare M&A counsel and tax advisors before any transaction.*

*Considering an offer for your practice? See [how we support healthcare practices](https://capstonecfo.com/healthcare-services) or [book a call with our CFO team](https://capstonecfo.com/meeting).*

### Ready when you are.

Talk with our CFO team about your goals.

[Let's Chat](https://capstonecfo.com/meeting)

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- [Forecasting & Planning](https://capstonecfo.com/solutions/financial-forecasting-and-planning)
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- [Fundraising Readiness](https://capstonecfo.com/solutions/fundraising-readiness)
- [Exit & M&A Readiness](https://capstonecfo.com/solutions/exit-and-m-and-a-readiness)

#### Who We Serve

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