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Four decisions set how much of the price you keep
A private equity practice sale is decided in the term sheet, not on the tax return. By the time the purchase agreement is signed, most of the tax outcome is fixed. These four decisions do most of the work, and each has its own page.
Decision 1
What the contract calls each dollar
Goodwill is taxed at 20 percent. A non-compete, transition pay, and receivables are taxed at up to 37 percent. The purchase price allocation decides which is which.
Decision 2
How much you roll, and into what
Rollover equity is deferred, not tax-free. It sits behind lenders and preferred investors, and it can be worth nothing. Size the rest of your plan as if it were.
Decision 3
Which structure the deal uses
Asset sale, stock sale, or F-reorganization. The buyer wants a step-up. You want one level of tax and a deferred rollover. There is a structure that does both.
Decision 4
Which state taxes the sale
California takes up to 13.3 percent and New York up to 10.9 percent, and that state tax is mostly non-deductible federally. Moving first can work. Moving in the year of the sale invites an audit.
Where the market stands in 2026
Fewer deals, longer holds, and more of the price paid later in earnouts, seller notes, and rollover. That is a buyer's market on structure, which makes the tax and legal review of the term sheet more valuable, not less. Read should I sell my practice to private equity for the full picture, including the research on what happens to physicians after a sale.
Your specialty changes the deal
Multiples, ancillary income at risk, equipment recapture, and the mood of the buyers all differ by specialty. Each page below follows the same outline so you can compare.
Dermatology
The most mature specialty. More than 35 platforms, and the buyers are choosier than they were.
Ophthalmology
Big strategic exits in retina, an 11 percent cataract fee cut in 2026, and ASCs that move the multiple.
Dental (DSO)
16 percent of dentists are DSO-affiliated. Dental led all of healthcare in add-on deals in 2025.
Gastroenterology
Cardinal Health bought GI Alliance. ASC ownership is the whole game, and endoscopy rates fell in 2026.
Orthopedics
Only one true second-bite exit so far. Ancillary income is what you are really selling.
Anesthesiology
Envision's bankruptcy and the FTC case against USAP changed what buyers will pay.
Urology
Solaris Health went to Cardinal for $1.9 billion. Strategics pay up for oncology and lithotripsy ancillaries.
Radiology
One platform employs most PE-owned radiologists and carries heavy debt. Read the waterfall before you roll.
Tools to use before the letter of intent
After-tax proceeds calculator
Enter the headline price, rollover percentage, holdback, the non-compete and consulting allocations, and your state. See the cash you would actually have after tax, and how much moves when the allocation changes. It uses 2026 federal rates and states its limits in plain sight.
The 25 questions to ask before you sign the LOI
A three-page checklist covering the allocation, the rollover terms, the employment agreement, the waterfall, and the tax items that cannot be fixed after exclusivity begins. Free, no email required.
Case study: a dermatology partner's share
How one partner in a four-physician group approached a platform offer: the allocation fight, the rollover decision, the cash balance plan in the final year, and what the after-tax number looked like against the headline.
Forty questions physicians ask
Short, direct answers on the deal, the tax, the salary change, the rollover, and what to do if you have already sold and wish you had not.
When you do not need us
If your offer is a small add-on price from a single buyer, the allocation is probably not negotiable and the real question is whether to sell at all. If you live in a no-income-tax state, your practice is an S corporation more than five years old, and the whole price is goodwill, the federal outcome is already about as good as it gets. If the LOI is signed and exclusivity has started, most of the structural levers are gone. In each of those cases a good CPA and a healthcare transaction attorney are what you need, and we will say so on a call.
Where a fee-only planner earns a place at the table is when the price is large enough that a few points of allocation matter, when there is a real choice about rollover, state residency, charitable giving, or a final-year retirement plan deduction, and when someone needs to model the household's cash flow through a 20 to 30 percent pay cut and an eight-year wait for the second bite. Who we serve describes those situations in more detail.
Who writes this
Nirav Desai is the founder of Qubera Wealth Management, a fee-only fiduciary registered investment advisor in Los Angeles. Qubera works with physicians, business owners, and tech professionals on portfolio construction, tax planning, and business transition planning. Nirav holds an MBA from UCLA Anderson and an MS in Computer Science from USC Viterbi, and has written about investing at keepcalmandinvest.com since 2012. This site is a companion to physicianfinancialplan.com and 1031exchangeplan.com.