There are several ways an aesthetics transaction can be structured. If you own a medical aesthetics, plastic surgery, or precision healthcare (wellness and longevity) business, chances are you have heard the term “deal structure” thrown around by an investment banker, broker, buyer, or attorney. It sounds like fine print; it isn’t.
Each transaction structure carries different implications for ownership, control, and economics. It determines how much control you retain, how much cash you receive at closing versus later, and what your role looks like after the transaction. Two offers with the same enterprise value can produce dramatically different outcomes depending on how the deal is structured. In medical aesthetics specifically, factors such as personal brand, injector recruitment and retention, and founder-led culture can play a meaningful role in driving enterprise value. Ensuring the structure is right matters as much as getting the multiple right.
Below are the three most common structures we see in aesthetics M&A today, along with key considerations for evaluating how each may align with your personal and business goals.
Full Buyout
A full buyout involves selling 100% of the business. The founder typically exits shortly after closing, either immediately or following a short transition period to support the continuity of clinical relationships, staff, and operations.
This structure is best suited for owners seeking a clean break. We often see this with owners who have spent years building their practice and are ready to step away from day-to-day operations. An owner may be navigating personal or family priorities or may simply feel the business has reached a natural ceiling they are not interested in pushing beyond.
A full buyout can provide greater certainty at closing. The enterprise value is fixed, and once you sign, the business and its future upside belong to the buyer.
The tradeoff is that the owner gives up participation in any future upside, or downside, of the business. If the buyer integrates the practice into their platform and successfully scales the business, the former owner does not share in that growth. A full buyout may also affect valuation, since buyers often place less weight on continuity when the founder is not staying on.
For founders who truly ready to step away, this tradeoff may be easy to accept. For founders who still see meaningful runway in the business, a full buyout may not be the right fit.
Majority Recapitalization
A majority recapitalization (“recap”) is currently the most common structure in aesthetics M&A, and for good reason. In this structure, the founder sells a controlling stake (often 60% to 80%), retains some equity, and remains involved in growing the business under new partnership. The buyer is typically a financial sponsor, such as a private equity firm, or a strategic platform.
This allows the founder to “take chips off the table” now, converting years of sweat equity into liquidity, while preserving the opportunity to participate in a second, often larger, exit later. This opportunity may occur when the platform is sold in a future transaction, commonly referred to as “the second bite of the apple.”
In aesthetics specifically, this structure can be particularly effective because much of the business’s near-term growth depends on the founder’s continued involvement. Provider relationships, patient trust, brand reputation, and referral networks do not transfer easily on day one. Buyers know this. As mentioned above, a founder’s continued involvement can influence valuation. In a majority recapitalization, the founder’s post-close involvement can help de-risk the investment for the buyer and typically supports a premium valuation.
While the upside of a recap is real, it is not guaranteed. Retained equity remains a risky asset, and its value depends on the performance and valuation of the platform at the time of the next liquidity event. Realizing that value requires execution and the right partner. For that reason, partner quality and alignment are among the most important factors we evaluate in a deal. A sale to the wrong partner can mean years of operational friction and misaligned incentives, while a sale to the right partner can mean renewed excitement, alignment, and an attractive second bite of the apple.
Minority Equity Sale
A minority equity sale is less common, but is gaining traction, and can be used as a growth strategy that allows founders to fund their business without giving up control. In this structure, the founder sells a minority interest, often to a financial or strategic partner, in exchange for growth capital while retaining majority ownership and operating control.
That capital can be used to open additional locations, invest in new service lines, or build out infrastructure that will support a larger platform in the future. It can and should also be used to bring in a capital partner who offers strategic guidance while continuing to support your vision for the organization.
The tradeoff in this deal structure is complexity. Minority investors typically require protections, board input, and a clear path to their own liquidity event, even without day-to-day control of the business. These transactions require very careful negotiation around governance and future exit rights to ensure the founder’s and investor’s priorities remain aligned as the business continues to grow and scale.
Determining What Deal Structure is Best for Your Aesthetics Practice
There is not a universally “best” structure. The right structure depends on the founder’s goals, the maturity of the business, and the desired level of involvement following the transaction. Founders evaluating their options should consider several questions:
- How involved do I want to be in the day-to-day of the business in three to five years?
- Do I want liquidity now, upside later, or a combination of both?
- How mature is my business? Does it depend heavily on me or have I built a business that can run well without me?
- How much control am I willing to give up or retain in exchange for partnership?
Across each of these scenarios, our experience has shown that the quality of your partner and the structure of the deal will have a greater impact on long-term success than the valuation alone.
Why This Decision Shouldn’t Be Made in a Vacuum
Every deal structure above has variations, and those variations are often where the real deal economics actually take shape. Earnouts, rollover equity percentages, board representation, employment agreements, and non-compete terms all layer on top of the basic framework, and each one can shift the outcome significantly. We have seen majority recaps where poorly negotiated rollover terms ended up looking a lot like a full buyout, and minority raises where unfavorable governance terms quietly eroded the control the founder thought they were keeping.
This is where sector-specific advisory experience matters. Aesthetics is a cash-pay, relationship-driven business, and the structures that work well for a traditional healthcare practice, or even another type of medical business, do not always translate cleanly to this sector. Structuring a deal around provider retention, compliance, and founder-driven growth requires a different lens, particularly when enterprise value is closely tied to personal brand, clinical relationships, and patient loyalty.
If you are a founder and considering a transaction, whether this quarter or a few years out, understanding these structures early can offer a real advantage. It allows you to evaluate inbound interest and unsolicited LOIs with clarity instead of anchoring on a single number. More importantly, it puts you in a stronger position to determine which structure aligns with your financial goals, how you want to be involved going forward, and what you ultimately want from a transaction.
If you are evaluating an offer or beginning to plan for a future transaction, Skytale’s Investment Banking team can help you understand your options and structure a deal around your goals. Get in touch here.