Article 10: When (and How) to Start Preparing for a Sale

By: The MidCap Healthcare Team

The Earlier You Start, the Better Your Outcome: One of the most consistent pieces of advice from healthcare investment bankers and practice M&A advisors is deceptively simple: start preparing earlier than you think you need to. The practices that achieve the highest valuations and the cleanest transaction executions are those that begin preparing 18 to 36 months before formally engaging with buyers. This timeline enables meaningful value-creation activities, financial cleanup, operational optimization, ancillary service integration, physician contracting, and leadership development to be implemented and reflected in trailing financial statements before buyers arrive.

Year One: Foundation Building

The first year of pre-sale preparation should focus on establishing the financial and operational foundation that a sophisticated buyer will expect. This includes normalizing financial statements, benchmarking physician compensation against published FMV surveys, conducting a revenue cycle audit to identify opportunities for billing and coding optimization, and evaluating your current physician contracts for retention risk. It is also the appropriate time to engage a healthcare attorney to review your corporate structure, ensure compliance with applicable regulations, and assess any legacy liability issues that could surface in due diligence.

Year Two: Value Creation Execution

The second year should focus on executing the value creation initiatives identified in year one. If ancillary services are a strategic priority, this is the window to implement them ideally with at least 12 months of operating history before a formal sale process begins. If physician succession is a concern, this is the time to recruit and onboard younger partners, establish their patient relationships, and execute long-term employment agreements. If revenue cycle performance is below benchmark, this is the window to implement process improvements and document the resulting financial improvement.

Six Months Out: Process Preparation

In the six months before formally launching a sale process, the focus shifts to process preparation. This includes engaging an investment banking advisor to conduct a preliminary valuation analysis and market assessment, beginning the preparation of a Confidential Information Memorandum (CIM) that tells your practice’s story in a compelling, buyer-ready format, and assembling the data room materials that buyers will request during diligence five years of financial statements, tax returns, payer contracts, lease agreements, physician employment contracts, malpractice claims history, and compliance documentation. The quality and completeness of your data room materials is a direct signal to buyers about how well-managed your practice is.

The Transaction Window

Healthcare M&A markets are cyclical. The current environment, with nine active women’s health platforms competing for high-quality acquisition targets, over $1.3 trillion in undeployed PE capital globally, and improving deal market conditions in 2026, according to PwC, represents a favorable window for OB/GYN practice owners considering a transaction. Market conditions will change. Interest rate environments shift. Buyer appetite waxes and wanes with PE fund cycles. The practice owners who achieve the best outcomes are those who are transaction-ready when the market is most favorable, not those who begin their preparation after the optimal window has passed.