Ask ten bankers what a clinic is worth and you will hear thirteen times EBITDA. That number comes from somewhere real — Scope Research's review of 33 completed physician-practice transactions from May 2022 to May 2024 found a median multiple of 13.0x — and it still misleads most sellers, because a median of announced deals is not a price for the clinic in front of you.
Announced deals skew large. The transactions that get reported are platform deals and large groups, not the four-physician practice in a suburb. Dentistry shows the spread honestly, because its deal data is published more openly: reported ranges run 5–8x EBITDA for add-on acquisitions and 9–11x at platform level, according to FOCUS Investment Banking's 2026 figures. A small clinic should expect the lower end of any published range unless it brings something scarce: a payer contract no competitor holds, a certificate of need, a geography with no alternative, or a specialty with no local competition. Scarcity, not size, is what moves a clinic up the range.
Headline price is also not cash. A typical physician-practice deal splits into cash at close, an earnout, and rollover equity, and each piece behaves differently. Earnouts are tied to revenue or EBITDA targets the seller no longer controls after selling — the buyer runs the clinic now, sets staffing, sets fees, and decides what counts. Working capital pegs are quieter but just as real: a seller who delivers receivables below the agreed peg pays the difference at closing. And quality of earnings routinely moves the price 10–20% from the letter of intent, because owner compensation gets normalized to market rates, related-party rent gets reset to fair value, and one-time items get stripped out. Sellers who first see these adjustments in the buyer's QoE report have already lost the negotiation.
The rollover deserves its own warning. Rollover equity valued at the platform multiple sounds generous — the seller's remaining stake is suddenly worth what the platform is worth, not what the clinic was worth — until the platform raises a new round at a lower valuation, or the exit slips past the fund's life, or the physician's shares sit behind preferred returns that pay out first. The second bite is real: platforms that exit well have made sellers wealthy twice. But it is equity risk, not cash, and sellers who treat it as cash overpay for their own deal. The honest way to underwrite rollover is as an option with real upside and real zero.
What a seller should do follows from that. Get a quality-of-earnings review before the letter of intent, not after, so the adjustments are priced into the headline rather than discovered after it. Negotiate earnout metrics the seller's own physicians still control — collections and retention, not platform-level EBITDA. Cap the rollover percentage at a level the seller can afford to lose. Require information rights on the platform's financials, so the second bite is monitored rather than assumed. And price the non-compete, the tail malpractice coverage, and the transition employment term explicitly, because each one is a cost the buyer will otherwise treat as included.
The multiple is the beginning of the negotiation, not the end. The structure is the price. A seller who understands that distinction walks into a rollup conversation with the one advantage no buyer can manufacture: a clear-eyed view of what they are actually being offered, in cash, in risk, and in time.
Sources: Scope Research, summary of completed physician-practice transactions from May 2022 through May 2024 (33 transactions; median EBITDA multiple 13.0x), as summarized by Health Value Group, https://healthvaluegroup.com/trends-in-physician-practice-acquisitions-valuation-multiples/. FOCUS Investment Banking 2026 figures (dental add-on multiples 5–8x EBITDA; platform-level 9–11x), as reported by Dental Practice Insider, https://dentalpracticeinsider.org/dso-vs-private-practice/. Irvin Levin, 2024 Health Care Services Acquisition Report (physician-practice transactions 245 in 2019 to 535 in 2023, publicly announced deals only), as summarized by Health Value Group, https://healthvaluegroup.com/trends-in-physician-practice-acquisitions-valuation-multiples/.