You Got an Offer from an MSO — Now What?

Don’t Settle Before You Know Your Value. A Guide for Practice Owners 

If you’re a medical aesthetics or wellness practice owner, chances are you’ve received a call –or five– and an email from a Medical Support Organization (MSO) with a supposedly “amazing” offer related to selling your aesthetics or wellness practice. At first glance, it can feel validating. Someone recognizes the worth of the business you’ve spent years building that reflects your expertise, reputation, and values. 

But before you respond with a yes or even a maybe – know that the first offer is rarely the best one, and accepting it could be a costly mistake. At LuxMed, we’ve seen countless practice owners receive early offers, only to discover too late they left money and leverage on the table. MSOs often rely on confusion, emotion, and your lack of deal experience to tip the scales in their favor. Don’t let them play on your naivete. 

Avoid Selling Your Practice Too Soon: Why the First Offer is Risky

Imagine you’re selling your home. You wouldn’t skip listing it, staging it, or researching comparable sales in the neighborhood. Those steps are essential to getting the best price and terms.

Yet, many practice owners do exactly that when approached directly by an MSO. They entertain an initial offer without ever exploring the market, comparing terms, or understanding their full value. This leads to what we see all too often — practice owners getting lowballed, locked into bad terms, and realizing too late that the deal wasn’t what they thought it was.

What You Risk Without a Broker on Your Side

Let’s say a medspa owner is generating $2 million in annual revenue, with a healthy EBITDA  (earnings before interest, taxes, depreciation and amortization) of $600,000. An MSO approaches them directly with a $2.5 million acquisition offer. On the surface, it feels validating and potentially life-changing. They’re promised a quick close, some money upfront, and a salary post-sale. Without a broker, valuation, or second opinion, the owner agrees to move forward.

But here’s what they don’t see:

• Only $1 million is paid at close. Another $250,000 (or 10% of enterprise value) is put into a holdback account, which the seller won’t receive for 12–18 months — and only if certain conditions are met.

• $500k is placed into a seller’s note that won’t get paid until a recap event.

• The remaining $750,000 is tied to an earn-up clause, essentially, “If you grow revenue by 8% year over yearfor the next three years, we’ll give you the rest.”
• The problem? The practice has historically grown at 2% annually, so hitting 8% three years in a row under new ownership and unfamiliar systems is unlikely.

• Post-sale, the owner realizes their new employment agreement pays less than what they were drawing pre-sale, and they now report to corporate decision-makers who don’t share their clinical priorities.

• They also find themselves locked into a five-year non-compete, unable to open another practice in the region even if things go south.

To make matters worse, they assumed “$2.5 million” meant just that, but after accounting for taxes, escrow, delayed payments, and missed earn-up goals, they only walked away with $1.2–$1.4 million in actual cash over two years.

Later, after comparing with peers and seeking expert advice, they learn that similar practices have gone to market and sold for $3.5–$4 million, with better payout structures, fewer restrictions, and more favorable terms.

This is the hidden risk of going it alone. Without a broker to evaluate the offer, create a competitive bidding environment, and translate complex deal language, sellers often misunderstand what they’re really getting and what they’re giving up.

Be Strategic, Not Reactive

This scenario isn’t uncommon. The aesthetics and wellness industries are evolving rapidly, and MSOs are racing to consolidate practices. To gain an edge, they often approach owners directly, aiming to close deals before brokers or competing buyers come into play.

But as the previous example shows, what’s best for the buyer isn’t always what’s best for the seller. A smart exit strategy for medical wellness and aesthetics owners requires more than responding to the first buyer who knocks —- it demands planning and perspective.

Sellers need to understand a fundamental truth: you and the buyer are on opposite sides of the table. The buyer wants to purchase your practice for the least amount of money they believe you’ll accept. You, on the other hand, want to sell it for the highest amount someone is willing to pay. Without an expert in your corner, the buyer has more tools and leverage to make you feel like you’re getting a fair deal, when in reality, they may be acquiring your practice for far less than it’s truly worth.

What to Do When an MSO Offers to Buy Your Practice: 5 Steps for Aesthetic and Wellness Owners

1. Get a Valuation Before You Respond

Before you even consider entertaining an offer, you need to understand the value of your practice. A professional valuation gives you a data-driven understanding of what your business is worth, and that information becomes your most powerful leverage in negotiations.

Valuations typically examine:

• Revenue and EBITDA (earnings before interest, taxes, depreciation and amortization)
• Growth trends, patient retention
• Market positioning and brand strength 

They also reveal how attractive your practice is to buyers, from consistent cash flow to the quality of your patient base. Without this insight, it’s like selling a home without an inspection: you leave yourself open to low offers, unfavorable terms, and missed opportunities.

2. Create a Competitive Environment

By working with a broker and going to market, you invite multiple buyers to the table. This competitive environment not only increases your sale price but also improves the quality of the offers and terms you receive. 

If you’re negotiating directly with a single MSO, you often hand all the leverage to the buyer, making it difficult to judge whether the offer is truly fair or if better deals exist. A broker expands your reach to a broader network of qualified buyers, generating competing bids that validate your practice’s value and strengthen your negotiating position. Without this competitive tension, you risk accepting a suboptimal deal, without knowing what else the market might offer.

3. Understand the Full Picture—Not Just the Cash at Close

A high offer doesn’t always mean it’s the best deal. Some MSOs’ offers may include complicated earnouts, equity rollovers, or multi-year work-back agreements. Without industry guidance, it’s easy to misinterpret what you’re really walking away with.

An industry-experienced broker helps you understand:

• Upfront vs. deferred payments
• Non-compete and work-back terms
• Equity and employment structure
• The real value of your EBITDA and how buyers may interpret it

“A strong offer isn’t just about the number — it’s about the structure, timeline, and your control post-sale.”

– Chris Hubble, CEO & President of LuxMed

 

4. Align the Deal With Your Personal and Business Goals

Selling your practice isn’t just a financial decision, it’s also a personal one. Whether you’re preparing for retirement, shifting into a new role, or simply ready for a change, your exit should reflect both your long-term vision and your values.

A well-structured deal goes beyond price. It protects what you’ve built, supports those who helped you build it, and sets you up for whatever comes next. Experienced brokers help ensure the sale aligns with your priorities, such as:

• Employee retention and ensuring continuity of patient care
• Preserving your practice’s brand identity and reputation
• Structuring a transition timeline that supports your lifestyle and future plans

Many practice owners underestimate the emotional weight of walking away from a business they’ve poured themselves into. A strategic, values-based approach to selling can help ease that transition, giving you peace of mind and confidence in the legacy you’re leaving behind.

5. Structure Your Deal with Expert Guidance

Experienced brokers don’t just help you find buyers, they help you shape the deal itself. That might mean:

• A full buyout with all proceeds upfront.
• An equity roll, where you reinvest in the buyer’s parent company and share in future upside joint venture, where you sell a majority stake (typically 60–90%) but retain equity clinical control and benefit from shared growth

The right structure depends on your financial goals, timeline, and desired involvement post-sale. An experienced broker guides you through these options and ensures every component of the deal is aligned with your vision for the future, including details like:

• Seller financing or holdbacks
• Earnout optimization
• Retention bonuses for key staff
• Non-compete clause adjustments
• Flexible transition or exit timelines

Bottom Line: Your Practice Deserves More

The first offer might seem tempting, but it’s rarely the best one. Sellers who go to market with experienced representation typically secure significantly stronger outcomes—often 20–30% higher valuations—than those who negotiate alone. This is because brokers create competitive tension, reduce risk, and help you see beyond the surface of any single proposal.

Working with a trusted broker like LuxMed ensures your practice is positioned for maximum value, your deal is structured with care, and you walk away with both peace of mind and financial security.

If you’ve received an offer, or even suspect one might be coming, reach out to the experts at LuxMed for a confidential conversation. We’ll help you understand your practice’s true value and explore what a well-structured exit could like for you.