The conversation usually starts the same way. A physician decides it's time to sell, talks to a broker or a colleague, gets introduced to a potential buyer, and for the 1st time in years feels like there's actually a path forward. The early calls go well, the numbers look reasonable, and both sides are saying the right things. And then somewhere between the handshake and the signature, the whole thing falls apart.
Most solo ophthalmology practice sales that begin never actually close, and the reasons are almost never about price or willingness. Both sides wanted it to work but the mechanics killed it before either of them could save it. Understanding why deals collapse is just as important as understanding how they succeed, because almost every failure point is preventable if you see it coming before it arrives.
The Buyer's Financing Falls Through
The most common reason a practice sale dies is that the buyer can't actually fund the transaction. This sounds like it should be the 1st thing everyone verifies, but in practice the financing conversation is almost always the last one that gets serious because both sides are so focused on the clinical fit and the deal terms that nobody wants to slow things down by asking uncomfortable questions about money.
A physician buyer might have strong credentials, a clean record, and genuine enthusiasm for the practice, but when the bank runs the numbers on their personal liquidity, their existing debt load, and the practice's cash flow projections, the loan doesn't get approved. Or it gets approved at terms that fundamentally change the economics. Or the credit committee adds conditions that push the closing back by months while the seller sits in limbo, watching the practice slowly lose value with every week that passes.
In any deal that involves 3rd-party financing, the timeline belongs to the lender. Underwriting stretches from weeks into months. Credit committees request additional documentation, revised projections, and structural changes to the loan that force both sides back to the negotiating table on terms everyone thought were already settled. Each round of revision adds time, and every week of delay increases the risk that someone decides the whole thing isn't worth the effort anymore. The deal doesn't explode in one dramatic moment, it just slowly runs out of oxygen until neither side has the energy to resuscitate it.
Attorneys Create Friction Instead of Resolution
In a healthy transaction, the attorneys on both sides work toward the same goal: getting the deal closed with appropriate protections for their clients. In a dysfunctional transaction, the attorneys become the primary obstacle, and this happens far more often than anyone outside of healthcare M&A would expect.
The incentives explain most of it. Hourly billing means there's no financial reason for counsel to close quickly, and when an attorney views their role as adversarial rather than transactional they'll fight over language that has zero practical impact on the deal's economics. The problem gets worse when the attorney doesn't specialize in healthcare transactions, because they'll raise technically correct objections that are operationally meaningless, triggering cycles of revision that exhaust both parties without actually moving anything forward.
The worst version of this is when the buyer's counsel and the seller's counsel develop a personal friction that has nothing to do with the substance of the agreement. Once the lawyers stop communicating productively, every document turns into a territory fight and every redline becomes a referendum on who is winning rather than whether the deal makes sense. The 2 physicians who actually want the transaction to close find themselves hostage to a dynamic between professionals whose incentives have completely diverged from the outcome everyone originally agreed on.
By the time the clients realize what's happening, months have passed, legal bills have stacked up, and the momentum that made the deal feel inevitable has evaporated. One of the most common things sellers say after a collapsed deal is "we should have just talked to each other directly instead of letting the lawyers handle everything." They're usually right.
Non-Binding Letters of Intent Create False Security
The letter of intent is the document that makes everyone feel like the deal is real. It outlines the purchase price, the general structure, the timeline, and the major terms. Both sides sign it and for the 1st time in months there's genuine relief and optimism in the room. The seller feels like they can finally start planning for what comes next.
In most practice sales, the LOI is non-binding, which means either party can walk away at any time for any reason with no legal consequence. The document that generates all that relief and optimism is actually just a framework for beginning the real negotiation, which hasn't even started yet.
The danger is what happens psychologically after the LOI is signed. The seller stops exploring other options because it feels disloyal or unnecessary. They may mention the transition to key staff members and start mentally disengaging from the practice because the finish line feels close. They make personal plans around a closing date that nobody has actually guaranteed. And when the deal falls apart 4 months later because the buyer's financing collapsed or the attorneys couldn't agree on the definitive documents, the seller is in a materially worse position than before the LOI existed. They lost time, they lost other potential buyers who moved on, they may have unsettled their staff, and worst of all they lost confidence that a successful transition is even possible.
That loss of confidence is the real cost. A physician who goes through one failed transaction is significantly less likely to try again, which means the practice that could have been preserved through a structured transition ends up simply closing when the physician retires.
Tax Deadlines Create Pressure Nobody Plans For
Every practice sale takes place inside a tax calendar that the seller rarely thinks about until it's too late. Filing deadlines, estimated tax payments, entity elections, and pending obligations create a ticking clock that runs on its own schedule regardless of where the transaction stands. When the deal timeline and the tax timeline collide, the seller gets trapped between closing on bad terms and missing a deadline that triggers penalties and interest they never saw coming.
This is especially painful for physicians operating through S-corps or similar pass-through entities where the owner's personal tax obligations are directly tied to the business. A deal that was supposed to close in February but slips to May can generate tens of thousands of dollars in penalties and interest that have absolutely nothing to do with the merits of the transaction. The seller didn't do anything wrong, the deal just took longer than planned, and nobody mapped the tax calendar against the transaction timeline before things started moving.
This is entirely avoidable if the CPA is brought into the conversation before the LOI is signed rather than called in a panic when the closing date slips for the 3rd time.
Intermediaries Can Accelerate or Destroy a Deal
Most practice sales involve at least one intermediary, whether that's a broker, a CPA acting as advisor, a consultant, or a trusted colleague who facilitated the introduction. When the intermediary is competent and genuinely aligned with getting the deal closed, they're invaluable because they absorb the emotional friction, keep communication moving, and prevent small misunderstandings from becoming deal-killing conflicts.
When the intermediary is slow, disorganized, or quietly optimizing for their own fee rather than the transaction's success, they become the bottleneck that kills the deal from the inside. They position themselves as the gatekeeper between buyer and seller, and every piece of information has to pass through them. Questions that could be answered in a 5-minute phone call between principals take a week because the intermediary is busy, traveling, or waiting until they can spin the answer in a way that protects their position.
The seller often doesn't realize this is happening because the intermediary is the one giving them progress updates. Everything sounds like it's moving forward. "The buyer is reviewing the documents." "We're waiting on the attorney." "I spoke to their team and they're still interested." Meanwhile the actual communication between the parties has slowed to a crawl and neither side knows what the other is really thinking.
The Quiet Death
Most deals don't die in a single dramatic moment. There's no phone call where someone says "the deal is off" and no formal termination letter. The deal just gradually stops moving and nobody wants to be the one to say it out loud.
A week to get the financial documents organized turns into 2. The attorney takes 3 weeks to send a 1st draft instead of one. A scheduling conflict pushes a critical call back 5 days. A holiday breaks the momentum. The bank needs one more document. Another week passes, and then another after that. Each delay feels small and excusable in the moment, and both sides keep telling themselves and each other that everything is still on track.
But somewhere around month 4 or 5, the energy shifts. The buyer starts looking at other opportunities, the seller gets frustrated but doesn't want to appear desperate by pushing too hard, and the intermediary quietly shifts their attention to a different client. And the deal that was "almost done" and "just needs a few more signatures" 6 months ago dies without anyone ever formally killing it.
For a 62-year-old ophthalmologist who spent 8 months going through that process, who turned away other interested parties because the LOI felt like a commitment, who told their spouse that retirement was finally happening, who maybe even told a staff member or 2 that changes were coming, that quiet death is devastating. Not because of the money lost on legal fees or the time wasted on diligence, but because it's now year 63, and the energy to start the whole process again with a new buyer is gone.
That's when the practice just closes. The patients get a letter and the staff finds out on a Monday morning. 30 years of clinical work ends not with a transition but with a lock on the door.
Why Structure Prevents This
Every one of these failure points is preventable with the right structure in place from the beginning. The buyer's financing should be qualified before the LOI is signed, not after. Counsel on both sides should have specific healthcare transaction experience and clear expectations about timeline from day one. The LOI should be treated as a starting point while the seller keeps their options open until definitive documents are actually executed. The tax calendar needs to be mapped against the transaction timeline before anything starts moving so nobody gets blindsided by a deadline that was always on the calendar. And every intermediary involved should have compensation that aligns with closing rather than prolonging the process.
Deals that have this kind of structure survive the inevitable delays and complications that come with any healthcare transaction. Deals that rely on goodwill and the assumption that everyone will just figure it out along the way are the ones that quietly die in month 5 while both sides pretend everything is still on track.
This article is for general educational purposes and is not legal or financial advice.
Verdira is a healthcare acquisition platform focused on ophthalmology practices, built around physician ownership, transparent structure, and no volume quotas. If you're thinking about your practice transition and want to understand what the process actually looks like, we're open to thoughtful conversations.
Contact info@verdira.com | 307-381-3734 | verdira.com
