What Every Optometrist Should Know Before Selling Their Practice

Over the past decade, the optometry industry has seen a wave of consolidation. Private equity-backed platforms and regional groups are actively acquiring practices, drawn by recurring revenue, clinical stability, and strong patient demand. If you're an optometrist thinking about selling your practice, whether this year or five years down the road, here’s what you should know to maximize your outcome.

Get to Know the Buyer Pool

Understanding the types of buyers you’re dealing with is critical. Each purchaser has different goals, structures, and expectations, and those differences should shape how you approach a sale.

Strategic Buyers: These are often other optometrists or small groups acquiring a nearby practice to expand their footprint. They typically want to integrate operations, retain key staff, and may or may not want the seller to stay long-term. Strategic buyers can offer cultural alignment, but sometimes don’t have the buying power of a larger private equity (PE) backed platform.

Financial Buyers: These groups are focused on building scalable platforms with an eye towards an exit. They generally acquire multiple practices and centralize administrative functions through a Management Services Organization (MSO). If you're selling to a PE-backed buyer, expect more complex contracts, a thorough diligence process, and an expectation that you’ll stay on for at least three to five years years post-close.

Ensure Your Financial House is in Order

Clear and accurate financials are essential to maximize your deal value. Buyers want to understand how your practice truly performs, not just what your accountant reports for tax purposes. A good starting point is to ensure the following data is up-to-date and accurate:

• Balance Sheets and Income Statements: Three years of data

• Normalized EBITDA: Identify and explain owner-specific or non-recurring expenses to reflect true operating profitability

• Revenue Breakdown: Categorize revenue by treatment (exams), retail sales, and medical billing if applicable.

To look even more impressive to potential suitors, have a strong handle on these Key Performance Indicators (KPIs):

• Gross collections per provider

• Optical capture rate (how many patients purchase glasses on-site)

• Payor mix (private pay, vision plans, Medicaid/Medicare)

• Patient mix (new vs. returning)

• Average revenue per visit 

Review Your Legal Framework

Legal diligence is one of the most time-consuming parts of any transaction, but it doesn’t have to be painful if you're prepared. The cleaner your legal documentation, the more confidence a buyer will have moving forward.

• Entity Structure: Confirm your business entity is properly formed and in good standing. In Corporate Practice of Medicine (CPOM) states, if you're not an optometrist or if you're backed by outside investors, you may need to implement an MSO model to comply with state law.

• Governing Documents: Review your Operating Agreement (for an LLC) or Bylaws and Shareholder Agreement (for a corporation) for issues around transfer restrictions or buyout rights. Understanding your corporate governance will ensure that a deal does not get held up by a rogue partner or legal provision.

• Employment Agreements: Ensure all staff and associate optometrists are under written contracts. Buyers want to have confidence that the staff will be in place with firm compensation structures after a transition.

• Lease Agreements: Far too often we have seen transactions die due to difficult landlords. Check that leases for your locations are assignable and have enough remaining term to satisfy a buyer. Most buyers want a long runway with options to renew. (Or, even real estate purchase options.)

Be sure not to forget about compliance! You’ll want to make sure that all policies and procedures are properly memorialized and accessible to the team. These documents include everything from HIPAA protocols, to patient intake and consent forms, to delegation and collaboration agreements.

Also, be prepared to explain any malpractice or other legal claims brought against the business.

Consider Post-Close Employment Expectations

What role will you play after the sale? The answer depends largely on the type of buyer and your personal goals.

In a private doctor-to-doctor sale, the buyer may only want a short transition (often, six months or less) to get up to speed with staff, patients, and systems. In contrast, a PE-backed buyer will likely require a minimum of three to five years of post-closing employment as part of the deal. These contracts define your compensation, schedule, clinical autonomy, and what happens if you leave early.

Be sure to work with your legal counsel to understand the following:

• Compensation and bonus structure

• Term length and termination rights

• Authority over staff, scheduling, and clinical decision-making

• Any non-compete or non-solicit obligations

Understand the Deal Structure

A strong headline number doesn’t mean much if the structure is weak. Focus not just on price, but how and when it's paid. While doctor-to-doctor transactions typically call for most (if not all) of the purchase price to be at closing, PE-backed buyers use a combination of the following:

• Cash at Closing: This is your guaranteed payout, so make sure it's sufficient, even without earnouts. As a general rule of thumb, this will be 60-80% of the total purchase price.

• Earnouts: These are contingent payments based upon future performance. Carefully define how they're calculated and what control you’ll have to influence results.

• Equity: In many deals, you may be required to reinvest part of your proceeds into the buyer’s entity. You’ll want to clearly understand what type of equity you are being granted and ways to cash out .

• Working Capital Adjustments: Buyers often require a minimum level of working capital to be left in the business. Understand the calculation to avoid surprises.

Build the Right Deal Team

Successful transactions rarely happen alone. It is imperative that a practice owner compile a team that knows how to navigate the nuances of healthcare M&A, and optometry in particular. 

Your advisors should include:

• Legal Counsel: Choose a firm experienced in healthcare transactions. You'll need help with contract negotiation, regulatory compliance, and deal structuring. We know a group if you need a referral!

• CPA or Tax Advisor: Deal design can have massive implications on the size of your tax bill after closing. Working with an optometry-specific CPA will be critical to maximize the dollars you walk away with after paying off any debt and taxes.

• Financial Advisor: The right partner will help you plan for your income, retirement, and investment needs after the transaction

• Practice Broker: May assist in identifying buyers and structuring initial deal discussions, which could be particularly helpful for mid-size or single-location practices.

You’ll want to begin to build your team well before going to market (we often advise no less than one to two years in advance). The earlier you bring your team on board, the easier it will be to get the business in order and prepared for a transition.

Selling your optometry practice is a major milestone— both professionally and personally. It’s also a complex transaction with long-term implications. By planning early, organizing your finances and legal documents, and understanding your deal options, you can approach the process with clarity and control.

At Marti Law Group, we help optometrists evaluate their readiness for sale and structure deals that reflect both their financial goals and their professional legacy. We’re also happy to connect clients with trusted referral partners, including brokers, CPAs, and financial advisors, to ensure your entire team is aligned from day one. Contact our team to start.