Happy Thursday! Hope the week is treating you well.
We often tell practice owners: the highest offer isn't always the best offer—and the best offer doesn't always come from who you expect.
If you own a med spa, dental practice, or surgical group, chances are you've already gotten cold calls from DSOs, MSOs, and PE-backed platforms telling you they're "very interested" in your practice.
But here's what they don't tell you: not all buyers are created equal. And knowing the difference between them could be worth millions.
This week, we're breaking down the two main buyer types—and how to use them against each other.
BUYER TYPE #1: Financial Buyers (PE-Backed DSOs, MSOs & Platforms)
Who they are:
Private equity-backed organizations that acquire practices at scale—think DSOs (Dental Service Organizations), med spa MSOs, vascular/surgical platforms, and dermatology roll-ups.
They're buying to build a larger portfolio, then sell the whole platform to an even bigger PE fund in 3–5 years.
What they typically offer:
Higher headline multiples (often 10x–14x EBITDA for the right practice)
Part cash, part rollover equity (you reinvest 15–30% back into the platform)
Earnout components tied to performance metrics post-close
Employment agreements requiring you to stay on for 2–4 years
The catch:
That 12x headline multiple sounds incredible—until you realize $5M of it is rollover equity you can't touch for 4–5 years, and another $2M is tied to an earnout you may not fully hit.
Best for: Owners who want maximum upside, believe in the platform's growth story, and are comfortable with some risk on the back-end payout.
BUYER TYPE #2: Strategic Buyers (Hospitals, Health Systems & Larger Practices)
Who they are:
Existing healthcare operators—hospital systems, large independent practices, or regional competitors—who want to acquire your patient base, your providers, your location, or your market share.
What they typically offer:
Lower headline multiples (often 7x–10x EBITDA)
More cash at close (less rollover, simpler structures)
Cleaner deal terms (fewer earnouts, smaller escrows)
Faster close timelines in some cases
The catch:
Lower multiples mean less total value on paper. And post-close, strategic buyers often have more rigid operational requirements—your clinical autonomy may change faster than with a PE platform.
Best for: Owners who prioritize certainty, want clean cash at close, and aren't interested in "betting on the platform" long-term.
THE CONCEPT MOST SELLERS MISS: Platform vs. Add-On
Here's something that makes a massive difference in what a buyer will pay: whether your practice is a "platform" or an "add-on."
A platform is a foundational acquisition—the buyer is building around your practice. You're the anchor. This commands a premium because the buyer needs you to execute their strategy.
An add-on is a bolt-on to an existing operation—you fill a geographic gap or add patient volume. Lower priority, lower urgency, lower multiple.
The same practice can be a platform to one buyer and an add-on to another. That's why knowing which buyers see you as a priority is critical to maximizing what you receive.
ILLUSTRATIVE SCENARIO: $1M EBITDA Med Spa, 3 Offers
ILLUSTRATIVE SCENARIO — Multi-location med spa, Southeast U.S., $1M EBITDA
Which is "best"?
On paper, the PE platform wins at 12x / $12M.
But if you need liquidity now, the independent buyer's $8M all-cash may actually net you more after accounting for taxes on rollover equity, earnout risk, and the 4-year lock-up on your $5M.
On the other hand, if the PE platform has strong growth prospects and your rollover equity doubles in value over 5 years, the $5M rollover becomes $10M—making your total payout $17M vs. $8M cash.
There's no universal "right answer." It depends entirely on:
Your liquidity needs today
Your risk tolerance
Your confidence in the platform's trajectory
Your tax situation
How long you want to stay involved post-close
THE FIX: Run a Competitive Process with Both Buyer Types
This is the single most powerful thing you can do to maximize your payout.
When buyers know they're competing, everything changes:
PE platforms sharpen their multiples
Strategic buyers add cash to win on simplicity
Independent buyers move faster to avoid losing to institutional capital
You negotiate from a position of strength—not desperation
Sellers who go directly to one buyer (especially one who cold-called them) almost always leave money on the table.
Not because the buyer is malicious—but because there's no pressure on them to put their best offer forward.
At Viper Partners, running a competitive process across multiple buyer types is the core of what we do.
We know which PE platforms are actively acquiring in your specialty right now, which strategic buyers are expanding in your geography, and how to position your practice so you're a "platform" to the right buyer—not just another add-on.
Want to know which buyers would pay top dollar for your practice today?
Keep winning,
Viper Partners
Seller-Exclusive Healthcare M&A
Disclaimer: This content is for informational purposes only and does not constitute legal, tax, or financial advice. All scenarios are illustrative. Consult your legal and tax advisors regarding your specific situation.
Know a practice owner thinking about their exit?
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We've paid over $500,000 to a single referring doctor in one year alone.
If you know someone in dental, med spa, vascular, plastics, or any specialty who's curious about their valuation or exploring a sale — simply reply to this email or [forward this newsletter to them].
Referral details available upon request.