Selling Your Medical Practice Without the Year-One Tax Bomb
Physician roll-ups are the biggest M&A trend in healthcare. Privia Health, One Medical (Amazon), Optum (UnitedHealth), Tenet Healthcare, US Acute Care Solutions, Envision Healthcare, Sound Physicians, Surgery Partners, ChenMed, Iora Health, ApolloMD, regional MSOs — all paying 4-8x EBITDA for established practices. A $1M EBITDA practice = $4M-$8M sale.
Buyer cash → Assignment Co. → A-rated carrier → You, on schedule
For specialty practices (cardiology, GI, orthopedics, oncology), multiples run higher (6-12x EBITDA). A $2M EBITDA specialty practice = $12M-$24M.
The math — $5M medical practice sale
Assumes $5M sale, 70% goodwill, 20% equipment, 10% supplies + AR.
Medical-practice tax wrinkles
- MSO / Friendly PC structure — most physician roll-ups use MSO-MSO with management services agreement. APA papers the §453. State medical board ownership rules don't affect §453 mechanic.
- Equipment §1245 recapture — EMR systems, imaging equipment (CT, MRI, X-ray), surgical instruments, exam tables — high recapture exposure year one. Allocate carefully.
- Specialty vs primary care — specialty (cardiology, GI, orthopedics) higher multiples and higher goodwill % than primary care. Better §453 leverage.
- Concierge / DPC (direct primary care) model — different valuation methodology, often higher goodwill % due to recurring membership fees.
- Insurance contracts and Medicare provider number transfer. Affects timing not §453 mechanic.
- Stark Law / Anti-Kickback Statute compliance — sale must comply. Buyer's counsel handles.
- Receivables collection post-close — typically allocated to seller; treatment matters.
- State medical board notice requirements — vary by state.
When this fits
- $1.5M+ practice value
- Goodwill-heavy deal (most MSO deals qualify)
- Sophisticated buyer with M&A counsel (PE-backed platforms have all done §453 before)
- Physician retiring or scaling back (not 100% rollover)
When it doesn't
- Mostly equipment sale
- Solo without team
- 100% rollover into MSO equity
How I work
Hans Goldstein, IRC §453 specialist. an A-rated Fortune 500 carrier / an A-rated Fortune 500 carrier / an A-rated Fortune 500 carrier / an A-rated Fortune 500 carrier — 50 states. Free 15-min fit-check call. Bring practice EBITDA, equipment basis, prior depreciation, offer terms, residency state.
Frequently asked
Q: My MSO offer is 60% cash / 40% rollover. Does §453 work? A: Yes — on the cash portion. The rollover equity has its own §351-like deferral mechanic. Two layered deferrals.
Q: I'm a primary care doc with ~$400K EBITDA. Too small? A: Maybe — if you can stretch the sale price to $1.5M+ with optional carve-outs (real estate, ancillary services), §453 fits. Below that the math doesn't move the needle.
Q: Optum / Privia — do they paper §453? A: Yes, routinely. Their M&A counsel knows the structure.
📘 Get the free Seller's Guide to §453 + a fit-check
A plain-English guide for sellers: how a structured installment sale defers the tax when you sell a business, practice, or property — the math, the alternatives, and how to know if your deal fits.
Drop your info — instant PDF download + within 1 business day Hans will email a preliminary read on which structure fits your deal. No retainer. Carrier compensates the broker — not you.
📞 Hans Goldstein · 615-808-9731 · CA Insurance License #4322192 · Independent §453 specialist · Goldstein & Co. LLC
Educational. Not tax or legal advice.
Run your specific numbers
The calculator runs your sale through real 2026 federal + state tax brackets and shows §453 savings vs lump sum side-by-side.
Run the calculator → 615-808-9731