The Winning M&A Advisor [Volume 1, Issue 9]
Welcome to the latest issue of The Winning M&A Advisor, the Axial publication that anonymously unpacks data, fees, and terms…
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Getting an accurate valuation is the first step to understanding whether now is the right time to sell your healthcare business. A valuation can tell you what kind of exit you can realistically achieve. But if your valuation is off, you risk either not finding buyers (because it’s too high) or leaving money and leverage on the table (if it’s too low).
In this guide, we’ll show you two ways to value your healthcare business:
At Axial, we have over 3,000 M&A Advisors in our network. By learning about your business and exit goals, we can make a data-informed decision on which M&A advisors are suited to value your healthcare company and take it to market. We have helped several types of healthcare businesses find advisors, including home healthcare services, medical staffing companies, dental practices, and healthcare IT platforms. Schedule your free exit consultation today.
Note: We wrote this article with insights from Ryan Mingus, a healthcare M&A advisor within our network, and the Managing Director of Mergers and Acquisitions at TUSK Practice Sales. The TUSK team has over 100 years of combined experience in medical practice M&A, with expertise in dental practices, dermatology clinics, plastic surgery practices, and more.
Our free business valuation calculator is designed specifically for small business owners who want a quick estimate of their company’s worth. Our valuation calculator uses an industry-specific discounted cash flow (DCF) methodology that M&A advisors trust when conducting preliminary valuations.
On our calculator, you can choose from these healthcare industries:
To use the calculator, you’ll simply input key metrics, including:
Once that’s done, you’ll receive a valuation range that provides a realistic starting point for understanding your company’s potential worth.
While our calculator provides a useful estimate, it’s important to recognize what it cannot capture.
Calculator-based valuations rely on standardized assumptions and industry averages, but they miss the nuances of key factors that significantly impact a healthcare business’s value.
These factors may include:
As Ryan Mingus, the owner of TUSK Practice Sales, emphasized in our interview, “Calculator-based valuations can give you a general sense of value, but they can’t account for the dozens of factors that influence what a buyer will actually pay for your practice. You also want to be able to speak to your valuation range during negotiations with sophisticated buyers, like PE firms who have experience in valuing and acquiring healthcare businesses.”
So in short, you can use Axial’s free healthcare business valuation calculator to get a cursory idea of your company’s multiple. But if you’re serious about selling, then you want to get a valuation done by a healthcare M&A advisor.
Typically, M&A advisors with healthcare experience will use several valuation methods to arrive at your valuation range, including discounted cash flow analysis, precedent transaction analysis, and comparable company analysis.
These analyses aim to understand how a buyer will value your business, including how they will assess your current value and potential growth.
In our interview with Ryan Mingus, the comparable company analysis stood out as the most critical for his firm. “We use a comparable company’s analysis because we have extensive data on what healthcare companies have actually sold for. We know what buyers in an owner’s specific sub-sector are paying, what multiples they’re offering, and how they’re structuring deals. That real-world data is what makes a valuation accurate and defensible.”
That’s why recent and relevant experience is key. This allows M&A advisors to understand the healthcare-specific factors that drive your value, including regulatory environments, reimbursement trends, and staffing dynamics. Critically, what an M&A advisor also understands is what buyers are looking for.
An experienced advisor can also identify value drivers that generic calculators miss, such as your recall system effectiveness for dental practices, your referral network strength for specialty practices, or your contract renewal rates for home healthcare agencies.
For example:
Within Axial’s network alone, we’ve seen healthcare businesses ranging from medical staffing companies with $8M in revenue to specialty medical practices generating $50–$75M annually, each requiring different valuation approaches based on their business model and market position.
You can learn more about valuing a business in general with these Axial resources:
In addition to valuing your company accurately, healthcare M&A advisors help you achieve your ideal exit by taking your business to market.
Your ideal exit is not just about your final sale price, but also the deal structure (including how much of your sale price is tied up in rollover equity), the exit timeline (which involves how long and in what capacity you’ll stay on post-transaction), and stewardship of your business.
Healthcare M&A advisors can help you get the exit you want by:
One of the most impactful ways an M&A advisor can improve your exit outcomes is by creating competitive tension among multiple qualified buyers.
Typically, what happens is a healthcare business owner will get approached with an unsolicited offer. But this doesn’t give the owner any idea of whether the offer is competitive. Even if the offer you get seems fair (i.e., matches the figure and deal agreement you had in mind), you won’t know if it’s truly fair until you’ve properly marketed your business to a broad pool of qualified buyers.
But most owners don’t have the time, the buyer network, or the market knowledge to identify which buyers are most likely to value your specific practice. This is where advisors with deep healthcare networks make all the difference.
Let’s look at how this works at TUSK Practice Sales.
Ryan Mingus and his team typically market healthcare practices to their extensive network of vetted buyers.
Out of the buyers they contact, a significant percentage will sign NDAs, indicating initial interest. From there, multiple buyers typically submit Indications of Interest (IOIs). The team then narrows the field to the most qualified buyers who are the best strategic fit.
This process transforms the seller’s position from negotiating with one buyer to choosing among multiple qualified options — significantly increasing both leverage and final sale price. In fact, TUSK’s proprietary data shows they can increase unsolicited offers by up to 35% through competitive bidding processes.
Healthcare transactions often involve complex deal structures, and earnouts have become increasingly common as market dynamics have shifted.
According to Ryan Mingus, “We’re seeing some form of earnout in almost every deal. Market dynamics dictate how often you see earnouts and how much of the total deal is tied up in an earnout. We are in a higher interest rate environment than previous years and it’s resulting in earnouts being seen more frequently and as a greater percentage of the cash at close.”
But not all earnouts are created equal. As Mr. Mingus explains, “We at TUSK define an earnout as dollars at risk based on ‘maintaining the business based on time of sale.’ This differs from future dollars that require ‘the business to grow.’ There is an important distinction there that buyers aren’t always upfront about.”
An experienced advisor helps you evaluate earnout terms objectively, understanding:
Mingus emphasizes the importance of expertise here: “The devil is in the details. How much of the deal is in an earnout, what are the terms of the earnout, how is the earnout being calculated, what level of auditing/validating does the seller have when determining the final calculation(s), how in control is the seller in helping achieve the earnout… Without having an experienced advisor at the table it’s impossible to maximize the deal terms of an earnout.”
An advisor can also negotiate protective provisions, like non-interference clauses that prevent buyers from undermining your ability to hit earnout targets by changing reimbursement processes, staffing models, or patient care protocols.
Healthcare business sales are inherently emotional. You’ve likely spent years — maybe decades — building your practice, developing relationships with patients and staff, and establishing your reputation in the community. This emotional attachment can make it difficult to negotiate objectively.
M&A advisors bring the professional detachment necessary to evaluate offers clearly.
Ryan Mingus told us that, “By the end of a marketed process, a client is weighing 5 very meaningful deal terms that are both economic (sale price, earnouts, equity roll) and lifestyle-related (transition timeline, post-sale involvement, stewardship of your practice).”
An experienced advisor helps you prioritize these competing factors based on your specific exit goals. For a physician approaching retirement who wants to fund their retirement, maximizing cash at close might be the most important factor. For a medical provider who wants to continue practicing while stepping back from ownership, the cultural fit with the buyer and the transition timeline might matter more than maximizing the highest number.
At Axial, we’ve developed a data-driven approach to matching healthcare business owners with M&A advisors who have relevant experience and proven track records in the healthcare industry.
With over 3,000 M&A advisors and investment banks in our network, we don’t provide generic referrals. Instead, we analyze each advisor’s transaction history to understand their specific healthcare expertise.
We evaluate advisors based on three critical factors:
We start by pairing you with an Exit Consultant who takes time to understand your healthcare business and your specific exit goals. Are you looking to retire completely, or do you want to stay on in a reduced role? Is maximizing sale price your top priority, or is finding a buyer who will maintain your practice culture more important? What’s your ideal timeline? What do you envision for your healthcare business in the future?
Your Exit Consultant will leverage Axial’s network to create a shortlist of 3–5 candidates specifically qualified to handle your healthcare business sale. Each advisor on your shortlist will have:
We provide detailed insights about each candidate to help you evaluate your options and prepare for advisor interviews, so you can choose the best M&A advisor for your company.
We have successfully connected M&A advisors with healthcare business owners across numerous sub-sectors — from primary care practices and dental offices to medical staffing companies, home health agencies, healthcare IT platforms, and specialty practices in areas like dermatology, ophthalmology, and physical therapy.
Schedule your free exit consultation to get started.
Healthcare businesses are typically valued using three complementary valuation methods:
M&A advisors typically use all three methods to triangulate an accurate valuation range. They also factor in healthcare-specific considerations like your compliance record, licensing status, staff retention, referral networks, and payer relationships.
You can learn more about valuing a business with these Axial resources:
Healthcare company valuations vary significantly based on business type, size, and specific characteristics. While we don’t have universal multiples that apply across all healthcare businesses, valuation multiples generally increase with:
For home health agencies, factors like recall rates, patient retention, and caregiver stability significantly impact multiples. For dental practices, equipment condition, multi-provider operations, and strong hygiene programs drive higher valuations. For medical staffing companies, contract lengths, client concentration, and placement rates are key drivers.
To highlight the different valuation multiples that can be assigned to a healthcare business, let’s look at average EBITDA multiples for dental practices, as reported by Ryan Mingus of TUSK Practice Sales.
“But where exactly your practice falls within those ranges depends on your revenue growth, patient base, payer mix, location, facility condition, revenue trends, churn rate, and much more,” Mr. Mingus explains.
We can also look at data from within the Axial network on healthcare EBITDA multiples. In part because healthcare is such a diverse industry, we saw a significant range of EBITDA multiples, from 2.4x to 9.7x.
The most accurate way to understand the valuation multiple for your specific healthcare business is to work with an M&A advisor who has recent transaction data from your sub-sector.
Several factors can significantly increase or decrease your healthcare business’s value.
Factors that drive valuations higher:
Factors that drive valuations lower:
Understanding which factors impact your specific business helps you make strategic improvements before going to market. An experienced healthcare M&A advisor can identify your biggest value drivers and help you optimize them before marketing your business to buyers.
M&A advisor fees typically consist of two components: a retainer fee and a success fee.
Retainer fees vary significantly, with some advisors charging fixed upfront fees while others use monthly retainers or milestone-based structures. About 24% of advisors work without any retainer, earning compensation only when the deal closes.
Success fees are commonly structured in two ways:
While these fees may seem substantial, data consistently shows that businesses represented by advisors sell for 6–25% more than those sold by owners directly. Healthcare business owners also save 30+ hours per week during the process and have significantly higher success rates of actually completing a sale.
For more detailed information on advisor fees and whether they’re worth the investment, read our comprehensive guide: