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, Compass Surgical Partners — the major ASC consolidators 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, imaging — heavy year-one exposure.
- Real estate carve-out — separate §453 if you own the building.
- Anesthesia / pathology service contracts — assignability matters.
What is the tax bill on your artwork sale going to be?
Send me the sale price and rough basis and I'll email you the actual number within one business day — plus the Seller's Guide to §453. If it doesn't fit your deal, I'll tell you that plainly.
No retainer · no obligation · the carrier compensates the broker, not you.
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, IRC §453 specialist. Pacific Life / Independent Life / USAA Life and other A-rated Fortune 500 carriers — 50 states. Free fit-check.
Find out what your artwork sale tax bill actually is — and what you can do about it
No retainer. The carrier compensates the broker — not you.
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 · 615-808-9731 · Goldstein & Co. LLC · This is an educational conversation, not tax advice. Bring your CPA in before you file.
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 → 615-808-9731