Every guide to selling a clinic starts the same way. Prepare early. Get your financials in order. Hire good advisors. All true, all completely useless, because if you’re reading an article about selling your clinic, you already know that much.
Knowing it hasn’t told you what a buyer is actually thinking, what you should refuse to sign, or why you’ll come out of the other side either negotiating well or negotiating badly depending on your state of mind. So I’m leaving the vanilla advice out on purpose. If you want “prepare early and know your numbers”, there are a hundred other articles that will happily give it to you.
A year and a half ago, I bought HMDG, so I’ve sat on the buyer’s side of one of these deals and felt exactly how gruelling, and how weirdly enjoyable, it can be. We spend most of our days with clinic owners, which means that seen the movie play out many times. Here is what the standard checklist doesn’t tell you.
TL;DR
- Show your financials early, adjustments and all, before you’re thousands of pounds into legal fees
- NDAs are usually harmless, but get a lawyer to look at anything you sign with an intermediary
- EBITDA, equity rollover, working capital adjustment: none of it is as clever as it sounds
- Say what actually matters to you (the clinic’s name, keeping your staff) on day one, not week twelve
- Find advisors who’ve done a clinic deal before, not just a company sale
- Cap your legal fees per phase before your solicitor starts the clock running
- Try to enjoy it. Genuinely. It changes how you negotiate
- Talk to people who’ve already sold. They will talk to you, and they’ve faced your exact problem before
1. Show your financials early
There’s no upside in sitting on your detailed P&L, cash flow statement and balance sheet until a buyer has been chasing you for three months. Get them on the table early, and be upfront about every adjustment you’ve made to normalise the numbers. If you’ve run your car through the business, paid yourself a director’s salary that doesn’t reflect the market rate, or had a one-off legal bill that skews a bad year, say so before anyone asks.
Delaying transparency doesn’t protect you, it just moves the argument later and makes it more expensive. Anyone half capable can go to Companies House and figure out whether your business is a golden goose or netting £3K for the entire year. Hiding the story behind the numbers doesn’t make it disappear, it just means you’re explaining it defensively instead of on your own terms.
2. Don’t sign things just because someone hands them to you
NDAs are pretty harmless. You can generally sign those without losing sleep. What you should slow down on is anything an intermediary or broker asks you to sign, particularly around fees, exclusivity, and what happens if the deal falls through. Spend a few hundred pounds getting a solicitor to actually read it. I personally would not use Claude for this. The risk is too big. That’s a rounding error against the size of the transaction you’re about to do, and it’s the cheapest insurance you’ll buy in this whole process.
I’ve heard the argument that this slows things down and makes you look difficult. It doesn’t. A serious buyer or a serious intermediary expects you to have your own advisor read what you’re being asked to sign. If someone pushes back hard on you taking a few days to get that done, that tells you something useful about them before you’ve even started negotiating the actual deal.
3. Stop being intimidated by the jargon
EBITDA, equity rollover, working capital adjustment, earn-out. It sounds like a different language because that’s partly the point. Lawyers and bankers use it to sound like they’re worth the fee, and to a degree, fair enough, that’s the job. But there is nothing in a clinic sale that couldn’t be explained to a bright ten-year-old in a few sentences.
None of it is beyond you. If an advisor explains something and you still don’t understand it after they’ve had a go twice, that’s not you being slow, that’s them being bad at their job. Ask again. It’s your business and your money.
4. Say what matters to you, on day one
Do you want the clinic’s name to stay the same after you’ve gone? Say it, immediately. Do you want your staff kept on, not made redundant six months after completion? Say it, immediately. I’m a big believer in getting this on the table as early as possible, because you don’t have unlimited time to discover you and a buyer don’t see eye to eye on the things you actually care about.
This isn’t just sentiment, either. Your patients have been coming to see specific people, in a specific place, for specific reasons, sometimes for years. If your team disappears the month after the sale, that continuity of care disappears with them, and that’s a cost that lands on the people who trusted your clinic in the first place, not just on your legacy. Put your redlines on the table before you’re deep into a process with a buyer who was never going to agree to them anyway.
5. Find advisors who’ve done a clinic deal before
Any generalist corporate solicitor can draft you a share purchase agreement. Far fewer have handled how clinical indemnity insurance transfers properly or whether VAT should have been charged on acupuncture sessions. You don’t need a fancy specialist but someone who has done a similar deal will come in handy. It’s worth asking any advisor directly: how many healthcare or clinic deals have you actually completed, not just company sales in general.
It’s a fair question and a good advisor won’t flinch at it. If they do, that’s your answer.
6. Cap your legal fees before the clock starts running
Deal fees drift. A sale that should take six months but drags to eleven because of one stalled point on price doesn’t just cost you time, it costs you meter-running hourly rates on both sides of the table. It is like sitting in a taxi in traffic and seeing the counter run!
Before your solicitor does a single hour of billable work, ask for a fixed fee or a capped estimate for each phase of the deal: heads of terms, due diligence, completion. Most will agree if you ask early, because a clear scope also protects them from an argument about creeping hours later.
Paying a solicitor by the hour on a deal with no fixed end date is like paying a plumber by the hour with no idea what’s behind the wall. I’ve seen some people overspend by a factor of 2-3x on legal fees and it is painful to see! Definitely ask for a written estimate with a not-to-exceed figure for each phase. Get them to agree to a hard cap for a given scope. That will incentivise them to think commercially and to tell you whether you really need to spend 4 hours dissecting clause 745.2(a) of the Purchase Agreement
7. Try to actually enjoy it
When I bought HMDG, I loved the process. Hannah and Michael, on the other side of that same deal, have something closer to PTSD about it. Same transaction, wildly different experience, and I don’t think that’s a coincidence. I am a bit of a deal junkie but still.
I know what you’re probably thinking. This isn’t a game. It’s my life’s work and most of my pension. How am I supposed to enjoy that? True, but stress and enjoyment aren’t actually opposites here. The owners I’ve watched treat the process as an interesting, high-stakes negotiation rather than a hostage situation tend to negotiate better, because they’re not making decisions from a place of pure dread. It’s stressful. It’s also one of the more genuinely interesting things you’ll do in your career. Both things are true at once.
8. Talk to people who’ve actually done this
Find people who’ve sold a clinic, and people who’ve bought one, and just talk to them. Most will give you an hour of their time, because they remember exactly what their own process felt like and they’re usually glad to pass something back. Whatever problem is currently making you stare at the ceiling at night, I can guarantee a thousand people have already been through that exact situation before you. Some people have scar tissue from their own process and some will help you demystify the whole thing!
You don’t need to solve this alone, and you don’t need to solve it for the first time. Somebody’s already worked out the answer. You just have to ask them.
How HMDG can help
We’re not brokers and we won’t pretend we can run your whole sale for you. But there are three things worth knowing about if you’re anywhere near this stage.
HMDG valuation tool
We built this because most “what’s my clinic worth” conversations start with a broker giving you a flattering number to win your listing, not a realistic one. Put your numbers in and you get a proper range based on your revenue, your margins, and how much of the business depends on you personally, the founder-dependency point from earlier in this article. It won’t replace a full valuation once you’re deep into a real process, but it will stop you walking into your first buyer conversation either underselling yourself or believing a number nobody’s ever going to pay.
The Private Practice Barometer
This is the one I’d sit down and read myself if I were selling my own clinic tomorrow. It pulls together real data from across the MSK and physio sector: benchmarks on revenue, margins, patient acquisition and staff costs, so you can see where you actually sit against clinics like yours instead of guessing. If you’re serious about selling in the next year or two, it’s worth your time before you speak to anyone else.
Our network
Over the years, we’ve ended up knowing a lot of the players in this space. Buyers actively looking to acquire clinics. Owners who’ve sold well and are happy to talk about it honestly, not just the polished version. Solicitors who have worked on this kind of deal. Aggregators who are rolling up practices right now and can tell you what they’re actually looking for. If you’d like an introduction to any of them, ask. I can’t give you any guarantees, but if we can help a clinic owner get a good outcome, we will do what we can.
