Got a Private Equity or Practice Sale LOI? Have It Reviewed Before You Sign.

A letter of intent sets the framework for your entire deal. Most LOI terms are described as non-binding, but the price structure, rollover equity, and post-sale employment terms it outlines become the starting point for everything that follows. Reopening them after you sign is much harder.

Exclusivity and confidentiality provisions in an LOI are often binding the day you sign. Once you agree to exclusivity, you generally cannot negotiate with other buyers, and your leverage drops.

What we look for in your LOI

  • How much of the headline price is cash at closing versus rollover equity, earnouts, escrow, or holdbacks
  • Rollover equity: the percentage, what you receive, and the rights attached to it
  • How the price can be adjusted later, including working capital and quality of earnings findings
  • The length and scope of exclusivity, and which provisions are binding
  • Your post-sale employment terms: compensation, term, and termination
  • The non-compete you will sign as a seller and as an employee
  • Deal structure, including asset versus equity sale and any F reorganization
  • Who pays transaction costs and what happens if the deal does not close

Why physicians use Med Contract Law for practice sales

We negotiate physician employment contracts every day. In a practice sale, your new employment agreement and non-compete often matter as much as the purchase price, and we review them alongside the deal terms instead of treating them as an afterthought.

$250M+transaction value handled firm-wide
16years of legal experience
Physicians onlynever hospitals or health systems

Transaction value reflects matters handled across McCormick Law & Consulting and its divisions. Past results do not guarantee a similar outcome.

How it works

  1. Book a free consultation using the form below. We will discuss your transaction, where it stands, and how we can help.
  2. After you engage us, we review your LOI in detail and walk you through the terms that matter most and what to ask for.
  3. We represent you through the definitive agreements and closing.

Practice transactions are priced on a fixed fee based on the size, complexity, components, and structure of the deal. Fees are billed in phases, with certain payments due at set phases and some due at closing. You owe a phase only if the deal reaches it.

Request your free consultation

Common questions

Is a letter of intent binding?

Usually only in part. Most LOIs state that the economic terms are non-binding, while provisions such as exclusivity, confidentiality, and sometimes expense terms are binding. The exact wording controls, so it should be reviewed before you sign.

When should I involve an attorney?

Before you sign the LOI. Once exclusivity starts, it is harder to change the price structure, rollover terms, or your employment terms.

Who do you represent?

We represent physicians and physician-owned practices, whether buying or selling. We do not represent hospitals or health systems.

Is the consultation free?

Yes. Consultations are free for physicians buying or selling a practice.

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This page provides general information, not legal advice. Submitting the form does not create an attorney-client relationship.