7 Reasons Your Practice Sale Will Never Make It to the Closing Table. And None of Them Are the Price.

Most practice owners who decide to sell spend the majority of their energy thinking about one thing.

The number.

What is the practice worth? What will the buyer pay? Whether the offer is fair.

And while the number matters, it is almost never the reason a deal falls apart.

In my experience working with practice owners through transitions, the transactions that collapse rarely die because of the economics. They die because of the people, the process, the preparation, and the communication surrounding the economics. By the time most deals fall apart visibly at the closing table, they have actually been falling apart quietly for weeks or months. A series of unresolved misunderstandings. Unspoken expectations. Avoidable surprises. Small disagreements that nobody addressed when they were still manageable.

That is the part nobody warns you about. And it is the part that costs sellers the most.

Here are the seven reasons practice sales fall apart and what to do about each one before they derail yours.

1. Nobody Is Actually Leading the Transaction

A deal can have an attorney, an accountant, a lender, a valuation expert, a real estate professional, a buyer, and a seller all at the table and still have nobody actually leading it.

Every professional in that room is focused on their specific piece of the transaction. The attorney is focused on legal protection. The accountant is focused on financial and tax implications. The lender is focused on underwriting. Each one is doing their job. But who is coordinating all of them? Who recognizes when two parties are talking past each other? Who identifies a problem before it becomes a dealbreaker? Who makes sure everyone understands not just what needs to happen but why?

That is the role of the transaction quarterback. And when that role is not filled by someone with experience and authority, the transaction drifts. Deadlines get missed. Miscommunications compound. Problems that were small and solvable in February become catastrophic in May.

An effective quarterback represents the client’s interests while understanding that the transaction cannot succeed unless the other side can also reach an acceptable outcome. Sometimes that means helping the other party work through a financing challenge or resolve a misunderstanding with their own advisors. That is not abandoning your client. That is recognizing that helping the other side solve a problem may be exactly what your client needs to get the deal closed.

Why deals fall apart: Everyone is doing their individual job but nobody is taking responsibility for the success of the entire transaction.

2. The Valuations Are Not Comparing the Same Thing

Just because two professionals produce a valuation does not mean they are valuing the same practice in the same way.

One valuation may emphasize historical collections. Another may focus on adjusted EBITDA. Another may use a percentage of revenue, comparable transactions, or projected future earnings. Even when the methodology appears similar, the underlying assumptions can be dramatically different.

And valuation is not exclusively quantitative. An oral surgery practice generating $5,000,000 annually with diversified referral relationships, multiple providers, and limited owner dependence may represent a fundamentally different investment than a $5,000,000 practice dependent on one surgeon and a handful of referral sources. Both generate the same revenue. Their risk profiles and actual values may be worlds apart.

Add to that the complexity of different deal structures. Asset versus equity transactions. Real estate included or excluded. Cash at closing versus earnouts. Differing assumptions about liabilities and working capital. The buyer and seller are often not even comparing the same deal and neither one realizes it.

Why deals fall apart: The parties become entrenched in competing numbers without understanding the assumptions, risks, or value drivers behind them.

3. Nobody Has Defined What They Actually Want

It is impossible to build a bridge when nobody has clearly defined where it needs to lead.

A seller says they want to sell their practice. But what does that actually mean? Do they want to retire immediately? Continue practicing three days a week? Eliminate administrative responsibilities? Maximize the purchase price? Protect their employees? Preserve the legacy they spent decades building?

A buyer says they want to own a practice. But do they want maximum income, autonomy, an established referral network, a platform for expansion, or a lifestyle practice with predictable hours?

These distinctions matter enormously. A seller who wants to transition out over two years and a buyer who wants an experienced mentor for two years may have a natural alignment that makes the deal more attractive to both. But if neither party has articulated those objectives, the transaction gets structured around purchase price alone and a genuinely complementary arrangement never gets explored.

The role of experienced leadership in a transaction is to help define three things. Where each party is today. What each party wants life and business to look like after the transaction closes. And what financial, operational, and contractual arrangements will bridge the gap between those two realities?

Why deals fall apart: The parties negotiate terms before they have established a shared understanding of what a successful outcome actually looks like for either of them.

4. Everyone Is Arguing Positions Instead of Solving Problems

A negotiating position is what someone says they want. Their underlying interest is why they want it. Those are two completely different things and confusing them is one of the most common and most expensive mistakes in any transaction.

A seller insists on $4,000,000. A buyer refuses to pay more than $3,500,000. The negotiations stall. Both parties dig in. The deal starts to die.

But what if the seller’s real concern is having enough capital to retire comfortably and fund the next chapter of their life? What if the buyer’s real concern is maintaining adequate cash flow after debt service in the first three years? Those are different problems from arguing over $500,000. And those problems have solutions that a pure price negotiation never uncovers. Seller financing. A different allocation of purchase price. A structured transition period. Contingent payments based on performance. Arrangements that could make the deal work for both sides without either one simply capitulating.

The same principle applies to employment agreements, restrictive covenants, real estate, staffing commitments, and transition timelines. The apparent dealbreaker is almost never the real problem. Experienced leadership recognizes the difference and finds a path through it.

Why deals fall apart: The parties become emotionally attached to specific demands instead of exploring the interests driving those demands.

5. Due Diligence Reveals What Should Have Been Disclosed Earlier

The fastest way to kill a transaction is to introduce uncertainty after trust has already been established.

The buyer believes they are acquiring a practice with $1,000,000 in adjusted EBITDA. During due diligence they discover that certain expenses were not properly accounted for. A significant referral source has quietly disappeared. Equipment requires immediate replacement. The seller’s personal production represents a far larger percentage of total revenue than anyone disclosed upfront.

Suddenly the buyer is questioning everything. Not just the specific issues that surfaced. Everything. Because trust, once broken in a transaction, is extraordinarily difficult to rebuild.

A properly prepared seller should understand the weaknesses of the practice before approaching buyers. Not to hide them. To disclose them appropriately and address them in advance so they never become a credibility crisis during due diligence. The issues that can be addressed early almost always can be. The same issues discovered late almost always cannot be recovered from.

Why deals fall apart: Poor preparation allows manageable issues to become trust problems during due diligence that no amount of negotiation can repair.

6. The Financing and Deal Structure Cannot Actually Be Executed

A practice can be worth exactly what the seller is asking and still be impossible for a particular buyer to purchase under the proposed terms.

The seller may have a reasonable valuation. The buyer may be highly qualified clinically and genuinely motivated. Both may want the transaction. But the financing does not work. The projected cash flow does not support the debt service at the proposed price. The lender requires a longer seller transition than anyone anticipated. The purchase includes real estate with separate underwriting requirements that nobody planned for. The proposed employment compensation undermines the economics of the entire deal.

These are not valuation problems. They are transaction design problems. And the best time to determine whether a buyer can actually finance and execute the transaction as structured is before everyone spends months negotiating an agreement that was never executable in the first place.

Why deals fall apart: The parties agree on a theoretical transaction before confirming that it is financially and operationally executable in the real world.

7. Emotion, Ego, and Fear Overpower Sound Business Judgment

This is the one nobody wants to talk about. And it is the one that kills more deals than any of the previous six combined.

For many practice owners the practice represents decades of sacrifice, professional identity, patient relationships, and personal achievement. A buyer may see a business with financial strengths and weaknesses that need to be evaluated clearly. The seller may see their life’s work. Those two perspectives can collide in ways that make rational negotiation nearly impossible.

A seller interprets a reasonable request for additional financial information as an accusation of dishonesty. A buyer interprets resistance to a particular contractual provision as evidence that the seller is hiding something. Attorneys become entrenched in protecting against every conceivable risk. Minor disagreements become personal. Communication deteriorates. And eventually a transaction that made complete economic sense to everyone involved becomes impossible to complete because the people in the room stopped negotiating to close a deal and started negotiating to win an argument.

This is where experienced leadership at the center of the transaction creates the most value. Separating emotional reactions from legitimate business concerns. Restoring communication when it breaks down. Keeping everyone focused on the outcome they said they wanted when the process began.

Why deals fall apart: The parties lose sight of what they are trying to accomplish and begin competing with each other instead of completing a transaction that serves both of them.

The Bigger Picture

A deal does not fall apart at the closing table. It starts falling apart long before anyone recognizes the problem. Long before the attorneys are arguing over a provision. Long before the lender sends a revised term sheet. Long before the seller stops returning calls.

It falls apart in the small moments. The misunderstanding that nobody clarified. The expectation that was never discussed. The surprise that could have been disclosed six months earlier. The emotion that overwhelmed the economics on a Tuesday afternoon when everyone was exhausted and the deal was close enough to feel real.

What separates a successful practice transition from one that never closes is not finding a willing buyer. It is having the right leadership at the center of the process from the beginning. Someone who coordinates every professional, maintains communication between every party, anticipates problems before they become crises, and keeps the entire transaction moving toward the outcome both sides said they wanted on day one.

My responsibility in every transition I lead is to represent my client’s best interests. But that does not mean I can ignore the interests of everyone else involved. If the buyer has a problem that prevents the deal from closing my seller has a problem. If the seller has an unresolved concern that prevents them from moving forward my buyer has a problem. Sometimes the greatest value I provide my client is helping someone on the other side of the transaction solve a problem that is standing between everyone and the closing table.

That is the difference between having professionals involved in a transaction and having someone actually leading it.

Let’s talk.

Written by Kevin Johnson, CEO and Founder of Leverage Consulting.

To learn more about how Kevin works with practice owners on transitions and exit strategy, visit leverage4results.com/transitions