Selling an anesthesiology practice to private equity

Where private equity stands in anesthesiology in 2026

Anesthesia is a mature private equity specialty, and in 2026 it is generally described as saturated alongside dermatology, dental, and primary care. About 10 platforms are still active. The largest names are USAP, NAPA, and NorthStar. NAPA has been held by its sponsor since 2016, which makes this year 10 of that hold, a long way past the 5 to 7 years private equity funds once planned for. That single fact tells you something about the exit market: buyers for large anesthesia platforms have been hard to find.

The specialty also carries two pieces of history that no other physician specialty has. The first is a bankruptcy. Envision Healthcare, owned by KKR, filed for Chapter 11 on May 15, 2023 and emerged in November 2023 owned by its lenders, with debt cut by roughly 70 percent. When a company goes through that process, lenders take ownership and the equity below them, including physician rollover, is typically wiped out. The second is an antitrust case. The FTC sued USAP and its sponsor Welsh Carson in September 2023 over the roll-up of anesthesia groups in Texas. Welsh Carson settled in January 2025 and accepted 10-year restrictions on its conduct. USAP reached an agreement in principle on April 23, 2026 that reportedly requires it to divest its Texas operations.

Neither event means a sale is a bad idea. Both mean that the risks in anesthesia are documented rather than theoretical, and you can price them.

What an anesthesia practice is worth to a platform

Buyers price an anesthesia group as a multiple of EBITDA, its yearly profit before interest, taxes, depreciation, and amortization, after your compensation has been reset to a market salary. Sell-side sources report multiples of roughly 7 to 11 times EBITDA for most groups and 9 to 13 times for groups attached to surgery centers. Those figures are 2 to 3 turns below the peaks of 2021 and 2022. They are indicative ranges, not a quote.

What raises the multiple in anesthesia is different from what raises it in a surgical specialty. You have almost no equipment or ancillaries to sell, so the buyer is paying for contracts. A long exclusive contract with a growing hospital system, a stable subsidy that is written into that contract, a mix of commercial and government payers that does not lean on out-of-network billing, and a roster that is not about to retire all push the number up. A contract that expires inside the employment term, a subsidy the hospital renegotiates every year, heavy dependence on one facility, and a roster where several partners plan to leave push it down. A quality of earnings review will also test whether your reported profit depends on stipends that the hospital has not committed to in writing.

The deal terms anesthesiologists typically see

The cash and rollover split follows the general market: 70 percent cash and 30 percent rollover is the baseline, and 60 to 70 percent cash with 30 to 40 percent rollover is common. In 2025 and 2026 buyers have pushed more of the price into rollover, earnouts, holdbacks, and seller notes. The rollover equity page explains what those units are. The Envision case is why anesthesiologists should read the section on the waterfall twice: in a leveraged platform, lenders and the sponsor's preferred equity are paid before you.

The scrape works the same way as in other specialties. The buyer takes 20 to 30 percent of practice profit, according to the Commonwealth Fund's April 2026 report, and your base salary typically drops to 40 to 50 percent of total pay from 60 to 80 percent before the sale. In anesthesia the productivity piece is often built on units or shifts rather than work RVUs, so read the formula carefully. The scrape and income repair page covers what to ask.

The employment term is a three-year minimum with a clawback of part of your cash if you leave early, and five-year agreements are common. The non-compete survives even in states that restrict employment non-competes because it is tied to the sale of a business. In Texas, SB 1318 caps employment non-competes at one year and five miles for agreements signed on or after September 1, 2025, but it does not address sale-of-business covenants, so do not assume it protects you. The Texas page covers the state's rules and its lack of an income tax.

The term that matters most in anesthesia has no equivalent in dermatology. Your group's revenue depends on hospital and facility contracts, and more than 95 percent of hospitals now subsidize anesthesia coverage, up from 40 to 50 percent in 2015. That subsidy is a line in a contract the hospital can renegotiate or end. After the sale, the contract belongs to the platform. If the hospital moves to another group or brings anesthesia in-house, the platform's revenue at that site falls, your rollover is worth less, and your employment agreement usually still binds you. Ask how the purchase price treats a contract that expires during the employment term, and whether any part of your price is held back until renewal.

Tax issues specific to anesthesiology

An anesthesia group is close to the simplest case in the tax code because there is almost nothing to depreciate and usually no surgery center to sell. That simplicity moves the entire tax conversation to one place: how the purchase price is allocated among goodwill, the covenant not to compete, and transition pay. The tax page explains the mechanics. Here is how they apply to you.

Goodwill

Goodwill is long-term capital gain at 20 percent federal. In an anesthesia sale it should be nearly the entire price, because there are few other assets for the price to attach to. If a draft allocation puts a large share anywhere else, ask why.

The covenant not to compete

Payments for your promise not to compete are ordinary income to you at up to 37 percent federal, though not subject to payroll tax. The buyer deducts a non-compete over 15 years, the same as goodwill, so the buyer often does not care how the allocation is split while you should. Moving $2 million from goodwill to the covenant costs roughly $300,000 or more in additional federal tax on the same headline price. Hospital-based groups are exposed here because a buyer may argue that without the physicians' promise to stay there is no goodwill, only a contract that follows the people.

Transition, retention, and consulting pay

Any payment tied to your continued work is compensation: ordinary income plus payroll tax. Retention bonuses that vest over the employment term are common in anesthesia because the buyer needs the roster to stay for the hospital contract to hold. If a piece of your "purchase price" is really a retention bonus, its tax rate roughly doubles compared with goodwill. The after-tax proceeds calculator shows the difference.

Personal goodwill and the value of contracts

In a hospital-based specialty, the question of whose goodwill is being sold is sharper than usual. If the hospital contract was won because of a particular physician's relationships, that physician may have personal goodwill to sell directly, which matters most if your group is a C corporation facing two layers of tax. It only works if that physician is not already bound by an employment agreement and non-compete with the group. The Howard case, in which a dentist lost on exactly that point, is the cautionary example.

Accounts receivable

If your group is on the cash basis, receivables you sell are ordinary income. Anesthesia groups often carry large receivables relative to their size because of out-of-network and independent dispute resolution timing, so this line can be larger than you expect.

Reimbursement and regulatory headwinds to price in

The No Surprises Act changed the economics of anesthesia more than any recent law. Out-of-network billing, which had supported the margins of some platforms, now runs through an independent dispute resolution process. The result has been slower cash collection and more uncertainty about what a claim will pay. A buyer in 2026 will look closely at how much of your revenue came from out-of-network billing and discount it. You should too.

Hospital subsidies are the second headwind and the second opportunity. The shift from 40 to 50 percent of hospitals subsidizing anesthesia in 2015 to more than 95 percent today means hospitals are paying to keep coverage, which is good for your negotiating position. It also means hospital finance departments are looking at that line every budget cycle, and a platform that raises rates may push a hospital toward an alternative model.

On the regulatory side, the FTC dropped its non-compete rule in September 2025 and now enforces case by case, and it created a Healthcare Task Force in March 2026. The USAP matter shows the agency is willing to unwind anesthesia consolidation in a specific market. Fourteen states require advance notice of practice transactions, including California, New York, and Illinois. The California page covers the 90-day OHCA notice for groups of 25 or more physicians and the 13.3 percent state tax on the gain.

Who should not sell right now

• If your largest facility contract expires within the next three years and has not been renewed, wait or renew first. Selling into that uncertainty hands the buyer a reason to discount and leaves you employed at a site the platform may lose.
• If you are being offered a heavy rollover in a platform that has been held for eight or more years, ask hard questions about the exit plan. A continuation fund or a re-roll into a new owner's equity is not a second bite. Read is the second bite real before you agree.
• If your group is small and hospital-based with no ASC relationships, you will be priced as a tuck-in at the low end of the reported range. Compare that with what the hospital itself might pay to employ the group directly.
• If you are within two years of retirement and will not sign a multi-year employment agreement, most of the deal's value to the buyer disappears, and so does most of the offer.

What to do next

1. Build a contract calendar

   List every facility contract with its expiration date, subsidy amount, and exclusivity terms. Lay that against the three- or five-year employment term. Any contract that expires inside the term is a negotiation point.

2. Ask for the platform's debt picture

   Before you take rollover, ask for the platform's leverage, its debt maturities, and how the sponsor's preferred return is structured. Envision's physicians learned what those numbers meant after the fact.

3. Get the draft allocation before the letter of intent hardens

   With no equipment in the deal, the allocation is the whole tax conversation. Insist on seeing the split among goodwill, non-compete, and any retention or transition pay while you can still change it.

4. Compare across specialties

   The specialties hub shows how anesthesia terms compare with surgical specialties that carry more equipment and ancillaries, which is useful context when a buyer tells you an offer is standard.