Health systems, private equity, payers and physician-owned platforms are all acquiring outpatient assets simultaneously, and for different reasons.
The physician medical group subsector captured a record 46% share of first-quarter 2026 healthcare deal volume, generating 2.9 times more transactions than the next largest subsector, according to PwC’s Health Services Midyear Outlook. Additionally, between 2019 and 2023, the share of physician practices owned by hospitals, health systems or other corporate entities jumped from 39% to 59%, while physician employment by these entities rose from 62% to 78%, according to a December 2025 report from the Progressive Policy Institute.
For some ASCs, deals with health systems and corporate entities may represent an important opportunity to access improved capital resources and more favorable payer contracts, making them hard to pass up as costs continue to rise.
Two leaders in the ASC space recently joined Becker’s to discuss how these deals often play out for physicians and stakeholders on the ASC side and what terms are often left out of buyout discussions.
Editor’s note: Responses have been lightly edited for clarity and length:
Question: What’s one term in a PE or health-system buyout offer that most physicians don’t think to negotiate but should?
Chris Gill, PhD, CRNA (Chicago): The restrictive covenant tied to the earnout, the portion of the purchase price you only receive if the business hits performance targets after closing. This is the term sellers get wrong more than any other, and it is almost never because they missed it. They read it. They just did not fight it, because by that point all the negotiating energy went into the multiple and the rollover equity.
Here is how it plays out: The buyer holds back part of the price as an earnout over the next three to five years, which is fair enough on its face. But buried alongside it is a noncompete that runs longer than the earnout period itself and covers a geography twice the size of the actual practice footprint. Sometimes it includes a non-solicit that prevents you from working with your own longtime staff or referring physicians if you leave.
Buyers count on sellers treating this as boilerplate, and it is not boilerplate. It is the mechanism that removes your leverage after closing. If targets slip because the staffing model changed or the culture turned, your earnout is at risk and your only alternative to staying is sitting out of your own market for years. So, negotiate the covenant with the same intensity you bring to the purchase price. Push the duration down so it does not outlast the earnout. Shrink the geography to your real footprint. And carve out your right to practice clinically, because there is a difference between agreeing not to open a competing facility and agreeing not to work at all. The purchase price tells you what the deal is worth on day one, but the restrictive covenant tells you what your options are worth in year three. Most sellers only price the first one.
Betsy Grunch, MD. Neurosurgeon at Longstreet Clinic (Gainesville, Ga.): Most physicians focus on purchase price and [compensation], but almost nobody negotiates what happens if the deal doesn’t close. Restrictive covenants are often drafted to survive the letter-of-intent stage, so if the transaction stalls or falls through, you can end up boxed out of your own market with none of the upside. I’d tell any physician: Negotiate a clean, automatic release from any noncompete or non-solicit if the deal doesn’t reach final close by a specific date.
At the Becker’s 32nd Annual Meeting: The Business and Operations of ASCs, taking place October 29-31 in Chicago, ASC leaders, surgeons and healthcare executives will explore strategies to drive growth, enhance operational performance, navigate reimbursement challenges and prepare for the future of ambulatory surgery. Apply for complimentary registration now.
