Are you considering partnering with a Management Services Organization (MSO) instead of merging your practice with another or selling to a hospital? Recently more private practice physicians approach me about “selling” to private equity or “joining” an MSO.
There is often confusion about how these two are related and exactly what it means to join an MSO. The structures of MSOs vary greatly, as well as the management services they offer. Furthermore, the laws related to these entities vary by state. This may further complicate the design structure.
This article will attempt to give a high-level overview of two common structures of MSOs:
- One that takes ownership (partial or full) of a medical practice
- The other that provides business services without taking any ownership.
For starters, most MSOs are very particular about the practices they purchase. Aside from being specialty-specific, they have specific parameters when it comes to size, revenues, location, number of offices, and so forth.
If your practice meets what they are looking for, you may be in a position to entertain offers from an MSO as well as independent buyers (i.e. other practices or hospitals).
The sale to an MSO is different from a traditional sale
You can expect a sale to an MSO to be different from a traditional sale in these main areas:
- time frame
- due diligence
- financing (or payment of the purchase price)
- transition structure
Established MSOs will have a team of individuals dedicated to acquiring practices. Their primary job will be to dissect all of your practice data to determine if your practice represents a sound investment for them. This process is often very time consuming and demanding on the seller and his or her advisors (consultant, attorney, and accountant).
In a traditional sale, it is common for the seller to be completely cashed out for the purchase price at closing. Full cash payment is less common in an MSO acquisition.
Often the MSO will make a portion of the purchase price contingent on one of two conditions:
- the seller stays on as a practicing physician in the practice for a period of time after the sale (an earn-out)
- the performance of the practice for a period of time after the sale (a performance-based buyout).
If so, it would be prudent for you to learn as much as possible about the company, including but not limited to:
- its principals
- the private equity investors
- its history
You should also speak with current and former selling physicians.
In most MSO acquisitions, the MSO will require the seller to stay on and work at the practice for two to three years or longer. These work-back requirements may be tied to a purchase price payout or cash penalty if the seller exits early.
Post-sale working arrangement
One of the first things you should consider is do you want to keep working after the sale? If so, for how long?
Another consideration of selling to an MSO vs. a hospital vs. merger with another practice is how well you deal with the loss of control. Some of these transactions may convert you to an employee, not an owner.
Therefore, the company may set your work hours and vacation schedule. It may even decide who will be on your staff. You may be required to change referral patterns or change a number of outside vendors.
For some physicians, this does not matter. For others, it will cause endless aggravation. Before you sell to an MSO, find out what will change, and do some honest self–reflection.
Finally, assess your risk tolerance, including when you need the money from the sale of your practice.
MSO deals are often different. Be sure you know the answers to the following questions:
- How much will be paid at closing?
- What amount will be held in escrow?
- How much may be held back pursuant to some future earn-out?
There is also another consideration for those MSOs that do have a holdback of some of the purchase price that is paid later. That amount is pursuant to a non-guaranteed earn-out that pays you a percentage of future profits or revenue.
If revenue drops, the earn-out drops and you may not receive your full anticipated sale price. If you are risk-averse, then that particular MSO arrangement may not be right for you.
If you are considering a sale of your practice to an MSO, be sure you do the following:
- consider the requirements they make of you as terms of the sale,
- make sure the numbers add up,
- do your due diligence on the MSO,
- measure your expectations and values against what they have to offer
- and finally, seek professional advice.
Another type of MSO
There is another type of MSO that may provide business services without taking ownership of your practice. In this type of relationship, you would enter into a long-term contract with the MSO without giving up any ownership. Your practice would receive similar management benefits but you would not receive any cash payments in lieu of shares in your practice.
Consequently, this type of arrangement can deliver outstanding assistance to your practice (depending, of course, on how the MSO is structured). However, it is in no way a form of succession planning nor an exit strategy. This is because you are not taking on an ownership partner.
Nonetheless, these steps arrangements can help your practice run better. Thus they may be more appealing to physicians looking to join your practice. Furthermore, without giving up any ownership stake, it allows for partnership paths for physician employees.
One of the downsides to the other types of MSOs is that their buy-in at a certain point in time may prohibit or limit those physician employees who were on a path to partnership and partners who may not have yet become owners.
Related Articles from this Author:
Getting a Better Handle on Your Physician Practice Management Tasks
What Are the Best Options to Grow Your Practice?
Final thoughts on MSOs
The primary benefit of joining an MSO is to have access to management services and to gain the best pricing on supplies and services. As a particular MSO grows, it obtains economies of scale that allow it to obtain preferred pricing on a whole host of items that vary from specialty to specialty.
Consideration of an MSO (either partnering with or selling to) is certainly nothing that should be taken lightly. When you begin contemplating this initiative, it is highly advisable to contact a consultant who has a lot of experience working with MSOs. Firstly, because that individual will be able to answer your questions as to the pros and cons. And, secondly, he will help you weigh whether or not this endeavor is a good fit for your practice. And who knows…you may even consider starting your own MSO!