USPI / Surgery Partners / SCA Acquisition: Defer the Tax on Your ASC Sale
USPI (United Surgical Partners International, owned by Tenet Healthcare, NYSE: THC), Surgery Partners (NASDAQ: SGRY), SCA Health (owned by Optum/UnitedHealth), HCA Healthcare ASC acquisitions, and Compass Surgical Partners are the major ASC consolidators. They pay 6-10x EBITDA for established multi-OR centers.
A $2M EBITDA ASC = $12M-$20M sale. Lump-sum tax = $4M-$8M to federal + state in year one.
The math: $10M ASC sale
USPI / Surgery Partners / SCA deal mechanics
- Cash + rollover. Most deals 60-80% cash / 20-40% rollover into the platform.
- Physician ownership safe harbor. ASC structure under 42 CFR 1001.952(r) safe harbor must remain intact post-sale.
- CON state compliance (VA, NC, GA, NY, NJ, IL, KY, MD, MS, AL, others). License transfer affects timing.
- Equipment §1245 recapture. OR equipment, lasers, anesthesia, and imaging create heavy year-one exposure.
- Real estate carve-out. A separate §453 if you own the building.
- Anesthesia / pathology service contracts. Assignability matters.
What is the tax bill on your sale going to be?
Send me the sale price and rough basis. Within one business day I'll email you the actual number and the Seller's Guide to §453. If it doesn't fit your deal, I'll tell you that plainly.
No retainer · no obligation. Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.
When this fits
- $3M+ ASC sale
- Multi-OR center with case volume
- Sophisticated consolidator buyer (all the major ASC platforms have done §453)
- Physician-owner exiting (not 100% rollover)
How I work
Hans Goldstein, EA, IRC §453 specialist. Admitted to practice before the IRS. Placements with highly rated life insurers (A or better by A.M. Best or equivalent) in all 50 states. Free fit-check.
Find out what your sale is really going to cost you in tax, and what you can do about it
No retainer. On a funded structure, the insurer pays a one-time commission of about 4% of the amount structured to the brokerage firm that places it (Hans’s share is about 2.4%; no trail). It is built into the annuity pricing, not a separate fee.
Find out what your tax bill actually looks like before you sell, including the parts your CPA may not raise until the return is already being prepared.
Most people find out what they owe after the sale closes, when nothing can be changed. A short conversation now tells you the number, which layers apply to your situation, and which options are still open while the sale is still in front of you.
- What you will actually owe: federal, the 3.8% surtax, recapture and your state
- Which of those layers you can still do something about
- Whether spreading the sale changes the number in your case
Hans Goldstein · 213-414-2808 · Hans Goldstein: Tax & Exit Planning · This is an educational conversation, not tax advice. Bring your CPA in before you file.
Hans Goldstein, a licensed insurance agent (CA Insurance License #4273294), will contact you and may discuss insurance products, including annuities.
Educational. Not tax or legal advice. Goldstein & Co. is not affiliated with or endorsed by United Surgical Partners International, Surgery Partners, SCA Health, or HCA Healthcare.
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 → 213-414-2808