Selling to a corporate: what the heads of terms don't say

Corporate groups remain active buyers of the right practices — larger, associate-led, growing. Their offers usually lead with an attractive multiple. Then come the mechanics: part of the price deferred, part contingent on hitting targets, and you tied in clinically for three to five years.

The questions that reveal the real price

• What exactly triggers each deferred payment? EBITDA targets, revenue targets, your own clinical hours? Measured how, and audited by whom?
• What can you still control? After completion you're a clinician in someone else's business — if the target depends on decisions (staffing, pricing, investment) the buyer now makes, the earn-out is partly a bet on their behaviour.
• What happens if you can't work? Illness, or simply wanting out in year two — does the deferred money survive?
• How is each element taxed? Cash now, deferred cash, shares or loan notes in the buyer's group — each has different timing and treatment, and BADR interacts with all of it.

Negotiate the mechanics, not just the multiple

Sellers fixate on the headline; buyers concede the headline and win the mechanics. A slightly lower price paid mostly on completion routinely beats a bigger number strung across five contingent years. Model the after-tax, risk-adjusted versions of both before signing anything — that's the analysis we run for selling clients, alongside the two-year exit plan.