Mihama Acquisitions · Seller Advisory

The Management Call:
A Seller’s Preparation Guide

How to present your practice, your story, and your vision to institutional buyers — and what to listen for in return.
Mihama Acquisitions
Healthcare M&A Advisory

The management call is one of the most consequential conversations in a practice sale — yet most owners walk in unprepared. This guide gives you a precise framework: what the call looks like, how to introduce yourself, the questions buyers consistently ask, what they really want to hear, and the questions you should be asking them. Your goal is to walk out of this call having made a strong impression without revealing your hand on price, process, or competing interest.

Call Structure
What the Management Call Looks Like
~60
Minutes
Typical call duration; rarely longer, occasionally shorter
Q&A
Format
Buyer-led questions; expect 60–70% of the time spent here
C-Suite
Audience
Often the CEO, COO, VP of BD, or a dedicated acquisition team
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The Purpose of This Call

The management call is not a negotiation. It is a relationship-building and vision-alignment conversation. Buyers want to understand who you are, whether you are a credible operator, and whether they can see themselves partnering with you for the next several years. Questions are typically high-level — focused on strategy, culture, and future growth — not on line items or specific contracts. Think of this as your first formal pitch meeting, not a due diligence session.

Opening the Call
Introductions: How the Call Begins
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Seller’s Introduction

Your Opening Remarks

Keep it to 4–5 sentences. You want to be memorable, not exhausting. Hit these four beats in order:

  • Who you are — your clinical background and how long you have been in practice
  • What you built — a brief, confident description of your practice (locations, service lines, patient volume)
  • What drives you — a line about your clinical philosophy or what makes your practice different
  • Why you are here — a forward-looking statement about why now is the right time to explore a partnership (more on this below)

The buyer is listening for confidence, clarity, and genuine ownership pride. A polished, concise introduction signals that you are a serious operator.

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Buyer’s Introduction

What They Will Say

After your introduction, the buyer will introduce their firm and the individuals on the call. Pay attention to:

  • Platform size and geography — How many locations do they operate? Where are they concentrated?
  • Their acquisition thesis — Are they de novo-heavy, or acquisition-driven? Do they prioritize clinical autonomy?
  • Who is speaking — Is this the CEO or a business development analyst? The seniority of who shows up signals their level of interest.
  • What they emphasize — Growth story, infrastructure, support systems, or culture? These are the things they believe you care about — and the lens through which they will evaluate your answers.
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Four Topics to Avoid — Regardless of What You Are Asked

Do not discuss valuation, competing buyer interest, next steps, or retirement. Never reveal a price expectation, reference how many other groups you are speaking with, or ask the buyer what happens next. Mihama manages the process — including timelines, bid rounds, and negotiations. Raising any of these topics hands leverage to the buyer, undermines the competitive tension that drives value, and signals that you may be negotiating against yourself. If pressed, simply say: “I have advisors handling the process side — I would rather spend this time focused on fit.”

On the word “retirement” specifically: do not use it — ever. The moment a buyer hears that word, the entire framing of the conversation shifts. You are no longer a growth-oriented operator seeking a partner; you become a seller looking for an exit. That perception collapses your negotiating position, raises immediate concerns about post-close commitment, and gives the buyer reason to discount the earn-out and rollover equity components of any offer. Even if a partial wind-down is part of your long-term vision, this call is not the place to surface it. The narrative is always forward-looking: growth, partnership, and building something bigger together.

Buyer Questions
Common Questions — and How to Answer Them Well
01
Motivation · Why Now
“Why are you considering a transaction at this point in time?”
Sample Answer
We have had a tremendous run of growth, and I am proud of what we have built. But the reality is that there are only so many hours in the day — and as we have grown, I have found myself spending more and more time on the operational side of the business rather than the clinical side. I got into physical therapy to help patients, not to manage payroll and credentialing. I am looking for a partner who can take some of those responsibilities off my plate, so I can go back to what I am actually good at — and together, accelerate the growth that I know is possible here.
Why This Works

This answer accomplishes three things simultaneously: it frames the transaction as opportunity-driven rather than distress-driven, it positions you as a clinically grounded operator rather than a pure business owner, and it signals that you want to remain actively involved post-close — which is exactly what buyers want to hear. Avoid language that could suggest burnout, fatigue, or financial pressure. Forward momentum, not retreat, is the narrative.

02
Growth Vision · Future State
“What does growth look like for this practice over the next three to five years?”
Sample Answer
There is real de novo opportunity in [specific geography or market area] — I have had my eye on two or three sites that would be strong fits. Beyond new locations, I see a meaningful runway in expanding our service lines; we are currently PT-focused, but there is clear demand for occupational therapy and work comp in the communities we serve. On the MVA side, we have relationships with referring attorneys that we have never fully capitalized on. The growth story here is not theoretical — the patients are already looking for us.
Why This Works

Remember: buyers are underwriting future performance, not historical performance. They want to hear specific, credible growth levers — not vague optimism. Mentioning specific geographies (even just naming a city or corridor) demonstrates local market knowledge. Service line expansion (OT, work comp, MVA) shows that you understand the revenue diversification thesis buyers value. The more concrete and geography-specific your answer, the more confident the buyer will be that growth is achievable — and that you are the person to lead it.

03
Post-Close Commitment · Retention
“How long are you looking to stay involved after the transaction closes?”
Sample Answer
I am thinking about this as a minimum three-to-five-year commitment. I am not here to hand off the keys and walk out the door — I genuinely want to see this practice reach its full potential. I know these patients, I know this community, and I know what it takes to grow in this market. I would want to be backed by the right partner and fully invested in the growth plan, not just managing a transition.
Why This Works

This is the answer buyers need before they will seriously underwrite a deal. Most institutional buyers operate nationally — they are not your neighbors, and they cannot run your clinic day-to-day. They need to know that a qualified, trusted operator will be on-site and committed for the long term. A three-to-five-year horizon is exactly what they want to hear: long enough to execute a growth plan, short enough to be credible. Never imply you are looking for a quick exit — it raises flags about the business and about your motivations.

04
Staffing · Clinical Pipeline
“What does the recruiting environment look like for you right now?”
Sample Answer
Recruiting has been a challenge across the board industrywide, but we have managed it better than most. We have built strong relationships with several PT programs in the region — faculty connections, clinical rotation slots — and that pipeline has been a real advantage. We have also worked with a couple of placing firms and have had good results. Our culture and our reputation for clinical quality have helped with retention too; people want to work here. It is something I take seriously and continue to invest in.
Why This Works

The therapist shortage is the single most common operational risk buyers raise — and they know it is real. You do not want to pretend the problem does not exist, but you do want to demonstrate that you have active, differentiated strategies to address it. Citing school relationships, rotation programs, and recruiter partnerships shows sophistication and infrastructure. Referencing retention signals that your practice is an environment people want to stay in — which is ultimately the best recruiting tool. Paint a picture of a managed challenge, not an unmanaged one.

05
Deal Terms · Structure Preferences
“Do you have a preference for how the deal is structured?”
Sample Answer
We are open to whatever structure makes the most sense for both parties. If it achieves the right outcome for the practice and the right partnership, we are flexible on the details. I trust my advisors to work through the mechanics.
Why This Works

Despite how buyers typically phrase this question, most institutional buyers have a fairly rigid preferred structure — a majority equity transaction with a defined rollover percentage, standard working capital adjustments, and earn-out provisions tied to EBITDA targets. Expressing strong structural preferences often creates friction before you have any leverage to enforce them. The correct posture is flexibility and openness. This signals cooperative intent, keeps all options on the table, and lets your advisors negotiate structure strategically during the LOI and definitive agreement phase — where structure actually gets decided.

06
Operations · Clinical Model
“Walk us through how you operate day-to-day — patient volume, scheduling, payer mix.”
Approach

These questions are operational due diligence in early form — and the correct approach is simply to answer them accurately and confidently. Buyers ask about daily patient volume to understand capacity utilization and revenue per clinician. They ask about scheduling to assess throughput and operational discipline. Questions about Medicare policy are a proxy for payer mix risk — particularly your exposure to fee-for-service Medicare rate pressure versus commercial payers.

Know your numbers cold: patients per provider per day, new evaluations per week, payer mix breakdown, average visits per episode of care. If you do not have these readily available, work through them with your Mihama advisor before the call. Hesitation on operational basics raises red flags with experienced acquisition teams. Answer directly, provide context where the numbers warrant it, and move on.

07
Competitive Landscape · Market Intelligence
“Who are your primary competitors in this market?”
Sample Answer
The main competitors in our primary service area are [hospital system] and [physician-owned group or regional chain], though honestly we differentiate on clinical quality and outcomes rather than competing directly on price or volume. We occupy a different niche — and we have referral relationships that they do not have access to.
Why This Works

Buyers ask this question for two reasons: to understand the competitive landscape, and to identify other acquisition targets in your market. Pointing toward a hospital system or large physician group — rather than a comparable independent PT practice — is a tactically sound answer. Hospital systems are rarely acquisition targets for PE-backed platforms; physician-owned groups may be interesting but are not direct competitors. This answer is accurate, informative, and avoids inadvertently naming a smaller practice that the buyer may now want to call instead.

08
Culture · Brand Identity
“How would you describe the culture of your practice? What makes it unique?”
Sample Answer
We are a clinician-first culture. Every decision — staffing, scheduling, equipment — is evaluated through the lens of what produces better patient outcomes. That philosophy has built a reputation in this community that took years to earn. Our referral sources trust us because they know we will not play games with utilization or discharge timing. That culture is our most valuable asset, and it is something I would want to preserve and strengthen under any partnership structure.
Why This Works

Buyers — especially PE-backed platforms — have learned the hard way that cultural mismatch is one of the primary causes of post-acquisition underperformance. When you articulate a clear, principle-driven culture, you signal that you are a thoughtful leader — not just a practice owner. It also sets implicit expectations for how you want to be treated post-close, which is entirely appropriate. A buyer who hears this and still pushes a volume-at-all-costs model is signaling a mismatch worth noting.

09
Referral Network · Relationships
“How are you generating new patients? How reliant is the business on your personal relationships?”
Sample Answer
Our referral base is diversified across orthopedic surgeons, primary care physicians, sports medicine physicians, and self-referral from our community reputation. I have built strong personal relationships with our top referrers over the years, but we have worked hard to institutionalize those relationships — our front office, our outcomes tracking, and our communication protocols are all part of what keeps referring physicians loyal. It is not just about me personally. The practice has its own reputation.
Why This Works

This is a key risk question for every buyer: does this practice survive without its founder? The honest answer for many owner-operators is that it depends — but the goal is to demonstrate that you have taken steps to systematize what you have built. Highlighting diverse referral sources and institutionalized processes reduces key-person risk in the buyer’s model. At the same time, acknowledging your personal relationships is genuine — and buyers expect it. The key is pairing that acknowledgment with evidence of durability.

Questions to Ask
What You Should Be Asking the Buyer

The last 10–15 minutes of the call belong to you. This is your opportunity to evaluate the buyer as much as they have been evaluating you. Asking thoughtful questions signals sophistication and serious interest — and gives you real information you need to make a decision. Below are the most important questions to bring to every management call.

1
Will our brand change post-close?

Some platforms rebrand all acquisitions under a single national identity. Others operate as a holding company and preserve local brand equity. The answer tells you whether your years of community reputation building survive the transaction — and whether your referral relationships, built under your brand name, will be disrupted. There is no universally right answer, but it should align with your expectations.

2
Does our treatment model fit the way your platform operates?

Ask directly: What is your typical visits-per-case expectation? Do you have centralized treatment protocols, or do individual clinicians retain discretion? Clinical autonomy is one of the most common post-acquisition friction points in PT transactions. If a buyer expects uniform, high-volume protocols and you run a low-volume outcomes-focused model, you will be in conflict within six months. Surface this now.

3
What do employee benefits look like under your platform?

This matters — both for your own circumstances post-close and for your ability to retain staff. Ask about health insurance, 401(k) matching, PTO policies, and continuing education allowances. If the platform’s benefits package is materially worse than what your employees currently receive, you will face retention issues immediately after close. A strong benefits platform is also a legitimate competitive differentiator in recruiting going forward.

4
What does my role look like post-close?

Ask specifically: Who will I report to? What decisions remain mine to make, and which ones get escalated? How are operational decisions handled — locally or through a regional management layer? The formal answer and the real answer sometimes differ — which is why it helps to ask follow-up questions and listen for specificity. Vague answers about “autonomy” and “partnership” should be pressed for concrete examples of how day-to-day management actually works inside their portfolio.

5
How do you support de novo growth within your platform?

If you have expressed interest in opening additional locations — which you should have, per the growth discussion above — ask how the platform actually funds and supports de novo expansion. Do they contribute capital and project management resources, or does growth depend on your initiative alone? Some buyers are genuine de novo partners; others expect you to drive everything post-close while they collect their fee. The answer reveals how much of your growth vision the buyer is actually prepared to co-invest in.

6
How do you handle billing and RCM post-close?

Ask specifically whether they centralize revenue cycle management under their platform or leave existing billing arrangements in place. Some buyers move aggressively to bring billing in-house within 60 to 90 days of close — and that transition, even when well-managed, creates disruption. It can affect staff whose roles change or disappear, and it introduces cash flow timing risk during the cutover period. Understanding their standard approach lets you anticipate the operational impact and, where necessary, negotiate transition protections into the definitive agreement.

7
What does the integration timeline typically look like after close?

Ask for a concrete picture of the first 90 days: what systems change, what staff interactions occur, what reporting requirements begin, and who your primary point of contact is. The first 90 days post-close are when most integration friction surfaces — and the buyers who have done this well have a clear, practiced answer. Vague responses about “a smooth transition” with no specifics are a signal that integration has not been systematized. The more detailed and operational their answer, the more confidence you can have that they have done this before and know what it takes.

8
What is your current portfolio size and geographic footprint — and where are you looking to grow?

This question tells you whether your market is strategically important to the buyer or simply opportunistic. A buyer who is actively building density in your region will invest more in infrastructure, de novo support, and referral development than one who is acquiring you as an outlier location. It also helps you assess whether their operational infrastructure — credentialing support, IT systems, billing teams, HR — actually reaches your geography or whether you will be managing largely on your own post-close. If they have no presence within 200 miles of you, ask directly how they plan to support you.

Mihama Acquisitions · Seller Advisory

Your Job on This Call Is Simple:
Be Prepared, Be Genuine, and Don’t Negotiate

The management call is not a test to be passed — it is a conversation to be had. Buyers are pattern-matching on credibility, commitment, and cultural fit. The sellers who stand out are not the ones who have the most polished answers; they are the ones who clearly know their business, are genuinely excited about its future, and ask smart questions in return. Mihama will handle the process, the timeline, and the terms. Your job is to make them want to be your partner.

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info@mihamainc.com
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