Most practice owners spend more time evaluating a new piece of equipment than they spend evaluating the advisor they hire to manage the most significant financial event of their careers.
Healthcare practice brokerage is not a tightly regulated profession. There's no standardized licensing requirement tied to M&A competency, no governing body auditing outcomes across specialties.
What exists instead is a marketplace of advisors ranging from sophisticated M&A advisors with decades of experience to generalist brokers and others entering the space as demand has grown.
The questions below are designed to help you understand the differences and what’s actually at stake once you hire someone.
When evaluating a healthcare practice broker, focus on:
| Area | What to Look For | Why It Matters |
| Representation | Seller-only focus | Reduces conflicts of interest |
| Deal Process | Multiple competitive | Drives stronger outcomes |
| Team Structure | Dedicated specialists | Improves executive quality |
| Buyer Network | Active relationships | Expands opportunity set |
| Negotiation | Involved past-LOI | Protects deal teams |
| Financial Expertise | EBITDA normalization skill | Direct impact on value |
A strong practice broker should have dedicated specialists handling financial analysis, buyer outreach, and post-LOI negotiation, not one person wearing every hat. The more functions that are separated and handled in-house, the higher the quality of execution at each stage.
Most practice brokers are generalists. One person may handle valuation, buyer outreach, negotiation, and diligence for multiple clients simultaneously. When the analytical work becomes complex, it may be outsourced with no direct stake in your outcome.
Ask how the team is structured:
A firm with dedicated specialists across these functions operates very differently from a single individual managing everything.
Your broker should exclusively represent sellers. Dual representation creates an inherent conflict of interest that cannot be managed away by disclosure.
Many brokers represent both buyers and sellers, depending on the engagement. In practice, this can mean the same firm advising you on price and structure may also be under contract to help a PE-backed group or management services organization find acquisition targets in your market.
An advisor cannot simultaneously negotiate for maximum value on your behalf while maintaining active relationships with buyers they also represent.
The only acceptable answer is: we exclusively represent sellers.
If the response involves "it depends" or "we keep those engagements separate," you've learned something important about how that firm operates.
Transaction volume alone does not reflect process quality.
The number of competing offers a broker generates is the clearest indicator of whether they ran a truly competitive process or simply found one willing buyer and called it a success. In healthcare M&A, the difference between the top offer and the middle offer for the same practice can represent hundreds of thousands of dollars in enterprise value, along with significant differences in post-close obligations.
If a broker cannot provide a specific average number of offers per transaction, or if most of their deals involve a single buyer, the process is likely not competitive.
A qualified broker should be able to identify specific buyers actively deploying capital in your specialty today, not simply provide a generic database of contacts.
Buyer relationships matter because acquisition activity changes constantly. PE-backed platforms move through cycles of aggressive expansion, integration, and recapitalization. A stale buyer list is not the same thing as an active market presence.
Ask for specifics:
A broker whose processes consistently recycle the same small group of buyers is limiting optionality rather than expanding it.
Your broker should remain actively involved through closing. The post-LOI phase is often where the most consequential negotiations occur.
The LOI is not the finish line. It's the beginning of formal diligence and detailed deal structuring. This stage typically includes negotiations around:
It is also the phase where buyers are most likely to attempt a re-trade by reducing the headline value or shifting consideration into contingent payments after the seller is already committed to the process.
Ask directly:
If the answers are vague, you may be evaluating a listing broker rather than a full-service M&A advisor.
The headline purchase price is not what the seller ultimately receives. Actual proceeds are determined by the structure beneath the headline number, including:
Every one of these components can materially affect total value and risk exposure.
Ask your broker to walk through a recent comparable transaction and explain how the structure evolved during negotiations. Their ability to explain the details and defend the economics behind them reveals how effectively they can protect your position during the deal process.
Practice owners typically sell one business in their lifetime. Buyers and experienced healthcare M&A advisors complete transactions every year. That imbalance in experience matters.
Buyers do not apply a multiple to your tax return. They build a financial model designed to normalize earnings and evaluate future profitability. That process includes analyzing:
Buyers also apply proforma adjustments and forward-looking assumptions about your practice's earnings trajectory, building those assumptions into their model in their favor if left unchallenged.
A broker who can construct and defend a credible proforma narrative controls how buyers model your future, not just your past. While your broker is building the case for add-backs, the buyer's team is:
Every dollar they remove from normalized EBITDA costs you a multiple of that dollar at close.
The add-backs a broker can substantiate and defend have a direct, multiplicative impact on enterprise value. An additional $200,000 in normalized EBITDA isn't worth $200,000 at close; at a 7x multiple, it's worth $1.4 million.
Identifying, quantifying, and defending every legitimate add-back requires both financial expertise and buyer-side credibility. A weak normalization model hands buyers a tool they will use against you throughout the process.
Related: How to Calculate Dental Practice EBITDA
A true competitive process is not simply sending information to multiple buyers and waiting for responses. It is an actively managed process designed to control timing, information flow, and buyer dynamics.
When buyers know they are competing, they often:
Buyer diversity matters as much as buyer volume. Regional platforms, national consolidators, independent sponsors, and first-time acquirers all value a practice differently, and that difference in perspective is what drives the spread between offers.
Last year, TUSK Practice Sales worked with 16 unique buyers across its transactions, nine of whom were buyers their clients had never previously encountered. That spread is where outcomes are determined.
The way a process is managed, not just who is contacted, affects outcomes.
What you share, when you share it, and in what form directly affect how buyers value your practice and how much leverage you retain throughout the process.
The goal is to share enough for buyers to generate credible, competitive offers while withholding the level of detail that enables discounting based on diligence findings they haven't yet earned.
Sharing financial details and operational vulnerabilities too early gives buyers information they will use to re-trade before you have competing interests to push back with. Sophisticated buyers count on sellers not knowing where that line is.
If you lift the hood to your practice, they are going to see everything, which can be detrimental to your outcome. Managing this balance is a critical part of maintaining leverage throughout the process.
Transaction value is only one part of the equation.
There are often 20+ deal terms that need to be negotiated in favor of a seller to ensure their success is prioritized. Every component of the deal structure is a variable that a buyer will push in their favor if left uncontested.
Earn-out mechanics, escrow provisions, compensation calculations, equity class and position in the capital stack, management fee offsets, clawback triggers - none of these have standard definitions. Each is negotiated, and the defaults favor the buyer.
Understanding the implications of each component, identifying where hidden risks lie, and knowing which terms are worth contesting require buy-side experience. A broker who has never been on the buy side of a transaction is negotiating against a team that deploys these structures in every deal they close, often against sellers encountering them for the first time.
A re-trade is the most common tactic a buyer will use to reduce the headline price or shift value into contingent components after the LOI is signed.
Re-trades often occur after the seller is emotionally and, oftentimes, financially committed to the closing. It is a deliberate tactic, most effective when the seller no longer has active competing bids in play.
The most effective defense is a process architecture that preserves competitive tension deep into diligence, so a buyer who introduces changes mid-process knows the seller has other options. This requires active management of the buyer pool and a broker who is willing to walk away from a closing that no longer serves their client.
That last point matters more than it sounds. A broker whose fee depends on a transaction closing has a structural incentive to complete the deal, even when terms have shifted materially in the buyer's favor. The question is whether your broker will tell you to walk and whether they can make a credible threat to do so.
Navigating this stage requires active oversight of the buyer pool and a clear understanding of when terms have shifted materially.
In a well-run competitive process, you should receive multiple qualified offers from a diverse mix of buyers, including:
Multiple offers create real leverage, drive stronger pricing, and give you meaningful optionality on deal structure and post-sale terms. If your broker’s clients typically transact with a single buyer, they are not running a competitive process.
Some brokers do, but it creates a fundamental conflict of interest.
A firm that also represents buyers cannot simultaneously negotiate for maximum value on your behalf. The only way to eliminate this conflict is to work with a broker that exclusively represents sellers and has no buy-side engagements influencing their advice.
After signing an LOI, buyers conduct formal due diligence and negotiate the final deal structure in detail, including cash at close vs earn-out splits, post-sale compensation calculations, escrow terms, and rollover equity provisions. This is also when re-trades are most likely to occur, making active broker involvement critical to protecting the seller’s position.
EBITDA normalization is the process of adjusting a practice’s financials to reflect its true, ongoing owner economics, removing one-time expenses, personal costs run through the business, and related-party transactions. Because buyers apply a multiple to normalized EBITDA, every dollar a broker can identify and defend as an add-back has a multiplicative impact on enterprise value at closing.
Not necessarily. The highest headline number often includes earn-out contingencies, restrictive escrow provisions, or unfavorable equity positions that reduce what the seller actually receives. Evaluating an offer requires analyzing deal structure component by component, including cash at close, post-sale compensation, equity class, and clawback triggers, to determine the true total value to the seller.
Ideally, engage a practice broker 12 to 24 months before your target sale date. Most buyers will require practice owners to remain in the practice between 3 and 5 years after the sale to ensure a smooth transition.
Early engagement gives the advisor time to help you normalize financials, address operational issues that could discount your valuation, and time the market for optimal buyer activity in your specialty. Rushing the process limits competitive tension and can cost you significant value.
You will sell your practice once in your lifetime. The process, run correctly, takes months and requires active management through every stage. The broker you hire is not coordinating paperwork; they are an active negotiating counterpart to a buyer who has done this hundreds of times with a team built for exactly this transaction.
Ask the right questions before you hire one.
This article was contributed by TUSK Practice Sales, a sell-side M&A advisory firm exclusively representing practice owners in dental, dermatology, behavioral health, plastic surgery, and med spa transactions.
We’re grateful to Connor Jorgensen of TUSK Practice Sales for sharing his insight on what you should ask before hiring a healthcare practice broker to help you understand the differences and what’s actually at stake once you hire someone.
Selling your practice is more than a transaction. It’s a transition that affects your income, taxes, investment strategy, and long-term financial independence.
While a practice broker leads the sale process, many of the most important decisions extend beyond the transaction itself, including:
SDT often works alongside practice brokers and other professionals to help ensure these decisions are evaluated within the context of a comprehensive financial strategy.
If you’re beginning to think about a sale, whether it’s one year or several years away, it may be worth starting that conversation earlier than expected.
TUSK Practice Sales is not affiliated with MML Investors Services, LLC or its subsidiaries, and the views and opinions expressed are solely those of Connor Jorgensen.
CRN202905-11129061
Connor Jorgensen is a Director at TUSK Practice Sales, where he advises healthcare practice owners on sell-side M&A transactions across dental, dermatology, plastic surgery, behavioral health and medical aesthetics. He brings over a decade of experience in the healthcare industry, including a prior role as Director of Business Development at a national DSO. At TUSK, Connor works directly with sellers to educate them on the options to maximize the value of their practice in a sale to the best-fit partner. He earned his B.S. in Marketing from the Ivy School of Business at Iowa State University.
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