Selling Your Surgery Center (ASC) — Defer the Tax Across Years
ASC consolidators pay aggressively for established centers. USPI (Tenet), Surgery Partners, SCA Health (Optum), AmSurg, Surgical Care Affiliates, HCA Healthcare, Compass Surgical Partners — most paying 6-10x EBITDA for multi-OR centers with strong case volume. A $2M EBITDA ASC = $12M-$20M sale.
Buyer cash → Assignment Co. → A-rated carrier → You, on schedule
Lump sum: federal + state taxes eat $4M-$8M. §453 defers the goodwill portion.
The math — $10M ASC sale
Assumes $10M sale, 65% goodwill, 25% equipment (high — surgical suites, lasers, imaging, autoclaves), 10% supplies.
ASC-specific tax wrinkles
- CON (Certificate of Need) states — license transferability affects buyer pool and timing. CON states: VA, NC, GA, NY, NJ, IL, KY, MD, MS, AL, others. Non-CON states have easier transfers.
- Equipment §1245 recapture — heavy exposure. Surgical suite equipment (OR tables, lasers, anesthesia machines), imaging (C-arms, fluoroscopy), autoclaves, monitors — all depreciated under MACRS, recapture year one. Allocate carefully.
- Physician ownership / safe harbor compliance — ASC physician-owners under federal Anti-Kickback Statute safe harbor (42 CFR 1001.952(r)). Required structure remains intact post-sale.
- Real estate carve-out — if practice owns the building, separate sale-leaseback or §453 structure on the real estate alongside the operating company §453.
- Service contracts (anesthesia, pathology, sterilization) — assignability matters.
- Medicare and commercial insurance contracts — provider number transfers affect timing.
- Out-of-network billing wind-down — affects valuation but not §453 mechanic.
When this fits
- $3M+ sale (carrier minimums on deferred portion)
- Multi-OR center with established case volume
- Sophisticated consolidator buyer (USPI, Surgery Partners, SCA — all have done §453)
- Physician-owner exiting (not 100% rollover)
When it doesn't
- Mostly equipment sale
- Solo OR with minimal goodwill
- Sale under $2M
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 fit-check.
Frequently asked
Q: I'm a partner in the ASC. Can I structure my partner buyout via §453? A: Yes if the buyout is a redemption of your partnership interest. Cleaner if structured as sale to incoming partner.
Q: My ASC has CON. Does that complicate the §453? A: Doesn't affect §453 mechanic, but CON transfer timing affects closing date. Plan §453 paperwork around the CON approval timeline.
Q: Surgery Partners — do they paper §453? A: Yes, routinely.
📘 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