Walker Deibel’s Framework vs. Healthcare Reality When You’re Not the Doctor

Hey Everyone, I’m sure most of you have been following our progress with the healthcare acquisition we’ve been working on.We had to push the timeline out to around 120 days because the seller’s still struggling to let go, which isn’t unusual in healthcare. When the founder is also the surgeon, the brand, and the face of the practice, stepping away isn’t just a business decision, it’s personal. And that dynamic is exactly why traditional acquisition frameworks start to break in this space.We recently listened to the new episode of Making Billions with Ryan Miller (one of our mentors) and Walker Deibel. It was an amazing breakdown for traditional ETA plays like HVAC, blue-collar roll-ups, and niche e-comm. But for the MSO and PLLC model we’re building in New York, almost every part of that framework had to be adapted. Here are Walker’s five pillars, and where they start to bend in our world: 1. Seller Financing: We’re using seller financing not to defer payment, but to maintain alignment and cooperation. In healthcare, especially in CPOM states, you can’t structure the deal like a typical business acquisition. We needed tools that would preserve leverage without crossing compliance lines. Seller notes gave us that mechanism, structured clearly and legally tied to outcomes. We also avoided earnouts entirely, not because they’re always prohibited, but because they create risk under CPOM and fee-splitting laws, and more importantly, they would’ve been a behavioral disaster in this situation. 2. Seller exit: Getting the seller out fast sounds great in theory, but it doesn’t work in healthcare when the seller is a licensed physician and the face of the brand. You’re buying trust, not trucks. We had to structure for a transitional handoff because rushing it would kill continuity. And we’re talking about a Dr. that has 30 years of knowledge stuck in his head and techniques that only HE’s been allowed to use and implement in his practice as the sole MD. 3. SBA lending: SBA wasn’t a fit because there are too many compliance conflicts and structural limitations. We we’re lucky to secure 100% bank financing through a major lender. What’s interesting though is that our MSO, the acquisition vehicle, doesn’t even have to personally guarantee the loan. And it’s because this is structured as a doctor-to-doctor transaction. The new physician becomes the PLLC owner of his newly incorporated PLLC and we stay on the MSO side. We’re still protecting the backend through separate agreements, but won’t go into the full mechanics here. All I can say is it’s all layered properly. 4. Simple structures: We agree in principle. But in reality, the structure still has to enforce behavior and that means clarity, legal leverage, and mechanisms that actually hold up if things go sideways. Clean doesn’t mean soft. 5. Control: We can’t own the clinical entity since we’re not doctors. But we can control the MSO, the economics, the service stack, and the platform infrastructure. That’s what control looks like in a CPOM environment. We’ve made strong progress this past week and are still very much on track. However, healthcare deals just move differently. So when you’re not the doctor, you need to structure around that from day one. If you're pursuing specialty roll-ups or structuring your first MSO, the classic playbooks still help as Walker laid out, but you must translate them. Because control looks different and leverage comes through contracts, not ownership. And, in a weird way of looking at it, what you’re really acquiring isn’t a business, it’s the trust, licensure, and continuity. Hope this helps folks in similar positions. Best, Marcus