Optometry Partner Buyout
Capital Structuring
Partnership transitions are among the most structurally complex equity events in optometry practice ownership. Lumina Medical Capital engineers the capital architecture that satisfies all parties, preserves clinical continuity, and positions the surviving entity for institutional valuation.
Intelligence Report — Node 13
Partnership Dissolution: The Capital Event Most ODs Underestimate
Lumina Medical Capital structures capital for some of the most consequential equity events in an OD's professional life. Of these, partner buyouts are the most structurally underestimated. They combine the financial complexity of an acquisition with the interpersonal delicacy of a professional divorce — and the outcome of each dimension directly impacts the other.
A poorly capitalized partner buyout — one that relies on personal guarantees, undersized seller notes, or informal installment agreements — frequently produces three compounding problems: it underpays the departing partner, overburdens the acquiring partner's cash flow, and leaves the practice with a capital structure that makes it materially less attractive to a future institutional buyer.
Lumina's partner buyout protocol is designed to avoid all three outcomes. We structure capital that is properly sized to the departing partner's equity interest, structured to preserve the acquiring partner's operating liquidity, and presented to lenders in a format that accelerates approval and reduces covenant exposure.
Event Architecture
Six Scenarios That Demand Structured Buyout Capital
Partner buyout events arise from a spectrum of circumstances. The capital structure that serves each scenario optimally is distinct.
Retirement of Senior Partner
The most common triggering event in Arizona. A founding OD reaches retirement age and a junior partner, associate, or external buyer wishes to acquire the departing partner's equity interest. Lumina structures the capital bridge that makes the transaction viable without disrupting clinical operations or patient relationships.
Irreconcilable Strategic Divergence
Partners who began in alignment frequently diverge on growth strategy, technology investment, staff culture, or practice positioning as the market evolves. When the divergence becomes structural, a clean, capitalized buyout is the instrument that separates the practices without litigation, impairment of goodwill, or patient disruption.
Associate-to-Owner Transition
A long-tenured associate OD exercises a contractual right-of-first-refusal or negotiated buy-in option. Lumina structures the acquisition capital that enables the associate to purchase all or a defined percentage of equity at a defensible valuation without depleting personal reserves.
Health Event or Disability Triggering
A partner's health event, disability, or death triggers the buy-sell provisions embedded in the partnership agreement. Capital must be deployed quickly, at a valuation that is defensible, and in a structure that respects the surviving partner's financial position.
Pre-DSO Consolidation Simplification
A DSO or PE platform expresses acquisition interest in a multi-partner practice, but requires simplified ownership structure prior to close. Lumina structures the interim buyout capital that consolidates equity and accelerates the platform acquisition timeline.
Equity Re-Tiering & Recapitalization
Existing partners wish to restructure ownership percentages without a full buyout — adding a new equity partner, diluting a passive partner, or restructuring voting and economic rights ahead of a growth capital event or institutional transaction.
Capital Architecture
How Lumina Structures Partner Buyout Capital
A partner buyout capital structure is a layered instrument. Rarely is a single debt facility sufficient to satisfy all parties at the valuation, timeline, and cash flow parameters required. Lumina's advisory constructs the optimal stack from five available capital layers:
Up to $5M. 10-year term for goodwill. Fixed or variable rate. Covers the majority of partner equity acquisition cost for practices up to $2.5M in annual collections. Preferred structure for clean buyouts with verified practice financials.
For practices with demonstrated cash flow and clean DSCR. 5–7 year term. No SBA guarantee fee. Faster documentation cycle. Typically requires 10–20% equity injection.
The departing partner extends a subordinated note covering 10–30% of purchase price at negotiated rate. Reduces senior lender equity injection requirement. Creates seller-buyer alignment during transition period.
A defined portion of consideration tied to post-transition practice performance metrics. Protects the acquiring partner against goodwill risk. Can significantly increase total consideration for the departing partner if practice performs.
The acquiring partner's personal capital contribution — typically 5–15% of purchase price when SBA or conventional debt is structured correctly. Lumina minimizes this component to preserve the acquiring OD's personal liquidity and professional flexibility.
Benchmarks for a two-partner optometry practice buyout in Maricopa County.
Structure Your Partner Buyout →- → 3 years practice tax returns (entity + personal)
- → Current P&L and balance sheet
- → Existing partnership agreement
- → Buy-sell agreement provisions (if existing)
- → Accounts receivable aging report
- → Practice lease (term, assignment provisions)
- → Equipment inventory and residual values
The Partnership Transition
Should Not Define You.
The manner in which a partnership is resolved — the quality of the capital, the precision of the structure, the care applied to clinical continuity — determines whether this event becomes a foundation for your next chapter or a liability that follows you forward. Lumina ensures the former.
Initialize Practice Equity Assessment →Confidential advisory. Institutional protocol.