Seller-Only Representation: Why Who Pays Your Advisor Matters

When you sell your practice, you are on one side of the table. The buyer is on the other. The person advising you should be clearly on yours.

That sounds obvious. But in practice sales, it is not always how things work. Who pays your advisor, and who else they represent, shapes the advice you get.

Why incentives matter in a sale

A buyer and seller want different things. You want a higher price, more cash at closing, a shorter non-compete and clean terms. The buyer wants the opposite on almost every point.

An advisor who represents both sides cannot push hard for either. An advisor paid by the buyer has a reason to keep the buyer happy. Neither situation means the person is dishonest. It means the structure works against you.

Dual agency and buyer-paid fees

Dual agency is when one advisor represents both the buyer and the seller in the same deal. In some industries, it is common and disclosed. In practice sales, it can be less visible.

Here is how it can show up. An advisor brings you a buyer and offers to manage the sale. The same advisor has a standing relationship with that buyer. They may help that buyer find practices regularly. Their next deal depends on that buyer, not on you.

In that position, an advisor may lean toward getting the deal done rather than getting it done well for you. They may steer you away from other buyers. They may encourage you to accept terms the buyer prefers.

Some advisors charge the seller nothing because the buyer pays them. That can sound like a good deal. But consider what it means.

If the buyer pays the fee, the advisor works for the buyer. Their job is to find practices for that buyer to acquire on good terms for the buyer. You are the inventory, not the client.

Some buyer-paid arrangements are described as free help for sellers. Ask directly who pays and how much. If the answer is the buyer, assume the advisor's loyalty follows the money.

Why we only represent sellers

Truecrest represents sellers in asset sales of independent physical therapy practices. We are never paid by the buyer. We do not work for buyers to find practices.

That lets us do one job without conflict. We prepare your practice, run a process that brings multiple buyers to the table, and negotiate for you. If a buyer's terms are bad for you, we say so, and we have no reason not to.

It also means we can tell you when not to sell. Sometimes the right advice is to wait, fix something, and come back stronger.

What a conflicted process can cost you

A conflicted advisor does not have to act in bad faith to cost you money. The pressure is built into the structure.

Fewer buyers means less competition. Less competition usually means weaker terms. That can show up as a lower price, less cash at closing, a larger earnout or a longer non-compete.

Small differences in terms add up. Say two offers differ by $100,000 in cash at closing and one extra year of non-compete. Over a full deal, those gaps can matter more than the headline price.

What to ask any advisor

Before you hire anyone to help you sell, ask these questions and get the answers in writing:

• Who pays your fee in this deal, and how is it calculated?
• Do you receive any payment, now or later, from any buyer?
• Do you represent or regularly work with any buyers of PT practices?
• Have you placed practices with this buyer before?
• Will you bring my practice to more than one buyer?
• What deal structures do you handle, and which do you refer out?

That last question matters. Stock sales, sales of membership interests and rollover equity involve securities. A registered broker-dealer handles those. An advisor should be clear about what they are licensed to do.

Good advisors will answer all of these without hesitation. Vague answers are an answer too.

Your next step

If you are already talking to an advisor or a buyer's representative, send them the questions above. Read their answers carefully. If you have not started, use the list to screen anyone you consider, including us.