By Michael Stefanescu, 20 year optometrist who sold his practices in 2025 for a multi 7 figure exit · Designed for Freedom
| Quick Answer (Featured Snippet target)How do you sell an optometry practice in Australia? Run a 36 month preparation runway across four stages. 36 months out, clean financials and reduce owner dependency. 24 months out, lift margins and hire a second optometrist. 12 months out, formal valuation and broker selection. 6 months out, active sale, LOIs and due diligence. Most owners start at the 6 month mark. That’s exactly why they leave $300,000 to $700,000 on the table. |
| Key Takeaways• Most independent Australian optometry practices sell for 2.5× to 4.5× normalised EBITDA. Multiples expand for system run, well prepared practices.• The biggest value lever isn’t revenue. It’s how much the practice can run without you clinically.• Five buyer types each pay differently. Independent buyer, corporate consolidator, buying group, PE backed roll up, internal staff buyout.• Small business CGT concessions can take your tax bill close to zero if structured correctly. Engage a CGT specialist 18 months before settlement, not 3.• The first six months post sale can be the hardest. Plan your next chapter before you sign. |
1. What I expected vs what actually happened
I spent 17 years building practices. The first one I started from scratch in Canley Heights, NSW, during the GFC with under $25,000 in capital. There were weeks I didn’t know if I could make payroll. I opened a second practice and then acquired a third, built the team, built the systems, and in 2025 I sold for a multi 7 figure exit.
Before my exit, I had a version of how the sale would go in my head. I expected it to be mostly about revenue. I thought the buyer would look at gross revenue, and make an offer. I thought the hardest part would be finding the right buyer. I thought the whole process would take about six months.
Every single one of those assumptions was wrong.
Here’s what actually happened, and what actually mattered.
What actually drove the final offer number
1. How much the practice could run without me clinically. Buyers do not pay a premium for a job. They pay for an asset. When I could demonstrate that the practice generated consistent revenue with a clinical team, not just me in the chair, the multiple expanded. My own chair hours as a percentage of total clinical hours was one of the first metrics every serious buyer calculated.
2. Three years of clean, auditable financials. Not just tax returns. Normalised EBITDA with documented add backs, monthly P&L trends, and a clear story about why numbers moved the way they did. Buyer’s walk away because the books are ‘too messy to diligence.’
3. The lease. One of the practices had 2.5 years left on the lease with no guaranteed renewal. That knocked $180,000 off the offer compared to what the EBITDA multiple alone would have suggested. A short lease is a silent deal killer most owners never see coming.
What surprised me most was not how hard the negotiation was. It was how much of the outcome was determined by decisions made 24 to 36 months before the first conversation with a buyer. By the time you’re talking to buyers, most of your leverage is already locked in.
2. Why most optometry practice sales leave money on the table
The Australian optometry industry is worth approximately $4.9 billion in 2025 (IBISWorld AU Optometry & Optical Dispensing). There are thousands of practice owners across the country who will eventually exit, and the majority of them will underprice themselves because of five avoidable mistakes.
They start too late. Most owners first think seriously about selling when they’re already tired, burnt out, or facing a personal event like illness or divorce. At that point, they have no runway to fix what needs fixing. The process is reactive instead of strategic.
They focus on revenue, not EBITDA. A $1.2M revenue practice with 10% EBITDA margins is worth less than a $900,000 revenue practice with 24% EBITDA margins. Every dollar of EBITDA you add in the 36 months before sale multiplies directly into the purchase price at whatever multiple applies. At 3.5×, a $50,000 EBITDA improvement is worth $175,000 at the closing table.
They are too operator dependent. If the practice cannot function without the owner seeing patients five days a week, it’s not a business, it’s a contract. Buyers discount heavily for owner dependency because they are buying the risk of patient attrition when that key person leaves.
They have messy financials. Three to four months into due diligence, buyers will reconstruct your financial history from scratch. If your bookkeeping is inconsistent, your add backs are not documented, or your numbers tell a different story in your BAS versus your P&L, the deal slows down. Deals that slow down fall over, or they reprice downward.
They have no clean handover plan. The buyer needs to believe patients will stay, staff will stay, and the practice will operate at the same level after the transition. If you cannot articulate clearly how that happens, you’re selling uncertainty. Uncertainty gets discounted.
3. The 36 month exit runway, what to do when
This is the framework I now teach inside my coaching programs and the one I wish I had followed with more rigour on my own exit.
36 months out, foundation
This phase is about making the business legible. Not necessarily better, just clearly understood.
Clean up your financials. Engage an accountant who understands practice sales and business valuations, not just tax compliance. Get three clean financial years in place, with consistent treatment of owner remuneration, COGS, and overhead categories. Calculate your normalised EBITDA using the same add back methodology a buyer will use. Know your number before anyone else does.
Document everything. If you’re the only person who knows how to process a supplier invoice, handle a patient complaint, open the premises, or manage the clinical diary, that’s a risk on your balance sheet. Every undocumented process is a contingency that a buyer will price in. Start building your operations manual. See the operator to owner playbook for the full framework on this.
Identify owner dependencies. Map exactly which functions depend entirely on you, clinical and non clinical. For each one, create a plan to transfer that function to a staff member or documented system. Owner clinical hours as a percentage of total practice clinical hours should be your target metric. At 36 months out, it might be 80%. Your target by 12 months out is under 40%.
Review your lease. If your lease expires within three years of your expected sale date, start renewal conversations now. A lease with 5 to 7 years remaining is an asset. A lease with 18 months remaining is a liability.
24 months out, optimisation
Foundation is in place. Now you make the asset worth more.
Lift your EBITDA margins. The average independent optometry practice in Australia sits at 15% to 18% EBITDA margin (ProVision benchmarking data). Top quartile practices reach 22% to 28%. Every percentage point of margin improvement between now and your exit translates directly to purchase price. See the full breakdown in the profit margins guide.
Bring in a second optometrist if you haven’t already. This solves two problems simultaneously. It reduces your clinical hour dependency and it increases chair utilisation, which is a metric buyers examine closely. A practice with two optometrists running at 75% chair utilisation reads very differently to a solo practice running at 90% utilisation, because the former has proven scalability and the latter has a ceiling.
Build your management layer. Practice manager, clinical coordinator, or equivalent. The goal is that someone other than you is responsible for day to day operations. This is not just about your sanity before the sale, it’s directly about what a buyer is willing to pay.
Work your recall completion rate. This is one of the most undervalued metrics in an optometry practice sale. A practice with 70% recall completion demonstrates a patient base that returns reliably. A practice with 38% recall completion demonstrates revenue leakage that a buyer will have to fix. High recall completion rates improve your ALV (average lifetime value per patient) and make your patient base look like a genuinely recurring revenue stream.
12 months out, go to market prep
You’re no longer optimising. You’re packaging.
Commission a formal business valuation. Not just an accountant’s opinion, a formal valuation from someone who has done optometry practice transactions. Understand the full article on how Australian optometry practices are valued before you sit in that room. Know your normalised EBITDA, your likely multiple range, and how each of your value drivers benchmarks against the market. Walk in with the number, not the question.
Select a broker (or decide to sell privately). Healthcare and practice specific brokers exist in Australia. They earn their commission by reaching buyers you would not find, managing the information memorandum process, and running competitive tension in the negotiation. If you have a known buyer already in mind, a private sale with a specialist solicitor may make more sense. Either way, choose at that point, not six weeks before you want offers.
Build your data room. Buyers in the due diligence phase will request a specific set of documents (covered in detail below). Have them ready. Twelve months of preparation means you can produce a complete, clean data room in 72 hours when a serious buyer asks. That signal of organisation builds confidence and accelerates the deal timeline.
6 months out, active sale
This is the phase most people think of as ‘the sale.’ In reality, if you’ve done the previous three phases well, this phase is execution, not discovery.
Receive and evaluate LOIs. A letter of intent is not a binding offer, but it locks in price, structure, and key conditions. Evaluate at least two or three LOIs before selecting a preferred buyer. The highest headline price is not always the best deal when you factor in deal structure, earn out conditions, and transition expectations.
Navigate due diligence. Buyers will verify everything in your data room against your actual financial records. This is where deals fall over when preparation is poor. Your job is to answer every question with a document, not an explanation.
Negotiate the terms. Price is one variable. Deal structure (cash versus earn out), transition period length, restraint of trade clauses, staff retention conditions, and IP ownership are all negotiating points. Understand what you’re trading before you agree to it.
Plan the transition. How will you introduce the new owner to staff? To key patients? What does your consulting period look like? Every detail you lock in before signing protects both your reputation and your earn out payments.
4. How buyers actually value an Australian optometry practice in 2026
The full valuation guide covers the EBITDA multiple framework. Here I want to go deeper on what serious buyers actually look at beyond the headline multiple.
| What buyers examine | What good looks like |
|---|---|
| Chair utilisation | 65% to 75% with a second optometrist is the sweet spot |
| Owner clinical hours % of total | Under 40% (vs 75% in operator dependent practices) |
| Recall completion rate | 65% to 75% (well run benchmark) |
| ALV (average lifetime value) | $1,200+ in an independent practice, $1,800+ in high performing |
| Customer concentration | No single segment over 25% of revenue |
| Lease term remaining | Minimum 3 years at close, 5+ years standard |
| Plant and equipment age | Major equipment under 5 years old |
| AHPRA risk | Clean records, no unresolved complaints or restrictions |
5. The 5 buyer types in Australia, what each one pays for
Not all buyers are alike. Understanding which buyer type is in front of you changes how you prepare, how you negotiate, and what you accept.
1. Independent buyer (a practising optometrist buying their first or second practice)
Typical price. 2.5× to 3.5× normalised EBITDA. Values a smooth handover, an established patient base, a trained team, and a lease they can inherit. Discounts heavily for owner dependency (they need to step in clinically) and for equipment that needs immediate replacement. Deal structure is usually mostly cash at closing with a short vendor finance tail. Transition period of 3 to 6 months is standard.
2. Corporate consolidator (Specsavers, Bailey Nelson, similar)
Typical price. 1.5× to 2.5× EBITDA, sometimes expressed differently as a revenue multiple or franchise fee structure. What they value most is location quality, lease security, and patient volume. They are not buying your systems, they are replacing them. What they discount for is anything that doesn’t fit their model. Deal structure often involves rebrand, franchise agreement, and minimal goodwill preservation.
3. Buying group acquisition (ProVision, similar member owned structures)
Varies significantly. Some buying group affiliated deals are peer to peer between members and resemble the independent buyer profile. Where the group itself is acquiring, terms are negotiated specifically and may include equity components or group membership continuation. What they value is alignment with group purchasing behaviour and clinical culture.
4. Private equity backed roll up
Typical price. 3.5× to 5.0× normalised EBITDA for a well prepared, system run practice with scale. These buyers are building a portfolio and they pay for practices that can be integrated with minimal disruption. They value EBITDA quality (recurring, defensible), management depth, and growth potential. They discount for owner dependency, inconsistent financials, and weak recall metrics. Deal structure often includes equity rollover into the acquiring entity (you become a minority shareholder), an earn out tied to post sale performance, and a 2 to 5 year consulting or employment clause. This is the structure that can produce the highest total payout, but also ties you to performance milestones you need to understand before signing.
5. Internal staff buyout (existing staff member or associate optometrist)
Typical price. 2.5× to 4.0× EBITDA, sometimes lower if vendor finance is extended as part of the arrangement. What works. Deep practice knowledge, continuity for patients and staff, strong alignment of values. What the challenge is. Financing. Most associates don’t have the capital to settle at closing. Vendor finance, staged payments, and bank facilitated practice loans are common structures. This is the exit route that preserves culture best but often takes the longest to structure and execute.
6. GST going concern, CGT concessions, and the small business retirement exemption
Tax is not where you want to be surprised at the finish line of a 36 month exit process. These are the key structures most AU practice sellers should understand before they sign anything. This is not tax advice. Engage a specialist accountant with experience in practice sales.
Going concern GST exemption
When a practice is sold as a going concern (business continuing to operate, all necessary assets included, seller registered for GST, buyer registered for GST), no GST is payable on the sale price. This is the standard structure for most Australian optometry practice sales. The saving at a $1.5M transaction is $150,000. Make sure your transaction is structured correctly.
50% CGT discount
For assets held more than 12 months by individuals or trusts, 50% of the capital gain is exempt from tax. This is not a concession you apply for, it’s a baseline. But it’s dependent on the 12 month holding period. If a practice entity restructure happens in the 12 months before sale, confirm with your accountant that the holding period is not reset.
Small business CGT concessions
For businesses that meet the small business entity test (under $6M net assets, or turnover under $2M), four additional concessions apply.
| Concession | What it does | Headline eligibility |
|---|---|---|
| 15 year exemption | Full CGT exemption on the gain | Active business asset held 15+ years, 55+ or retiring due to permanent incapacity |
| 50% active asset reduction | Further 50% reduction on the gain (effective 25% of original) | Qualifying active business asset |
| Retirement exemption | Up to $500,000 exempt | Lifetime cap, applied to super or qualifying use |
| Rollover relief | Defer CGT for 2 years | Reinvest in a replacement active business asset |
These concessions can stack. A 17 year practice sale at age 58, meeting all the tests, can produce a CGT liability close to zero. Or it can produce a large, unexpected bill if none of the concessions apply because of entity structure or timing errors. Don’t leave this to the last month.
7. The 4 deal structures and what they really mean for your bank account
A $2M headline price is not a $2M bank deposit. Understanding deal structure is the difference between a satisfying exit and a frustrating one.
1. Cash at closing
The simplest structure. You receive the agreed price minus adjustments (working capital, equipment credits, deposit) on settlement day. What you give up. Total price. Cash buyers pay less because they carry all the risk. What you gain. Certainty and clean separation.
2. Vendor finance or earn out
The buyer pays a portion at closing and the remainder over 1 to 3 years, often contingent on the practice meeting revenue or EBITDA targets. A common structure is 70% at closing and 30% deferred. What this means practically. A $2M deal with 70% cash at closing gives you $1.4M on settlement day, with the $600,000 earn out payable only if the practice performs. If the new owner makes changes that drop revenue, your earn out suffers. Earn outs need rigorous drafting. Don’t sign one without a solicitor who has done it before.
3. Equity rollover into acquirer
Common with PE roll ups. You take a portion of the purchase price as equity in the acquiring entity. You don’t receive cash, you receive a percentage of a larger portfolio business that you will exit again in 3 to 5 years at a second liquidity event. This structure can produce the highest total return ($2M at sale one, then $1.5M at sale two) or it can produce nothing if the roll up performs poorly. Understand the governance rights, the drag along clauses, and the performance triggers before you agree to rollover equity.
4. Staged transition with employment
The buyer pays a lower upfront price but employs you as the clinical lead for 2 to 5 years. The combination of purchase price plus employment income can exceed a clean cash at closing deal, but it ties you to the practice and to an employer for years after you thought you had exited. Know what you’re agreeing to.
Worked example, a $2M practice
| Structure | At closing | Total potential | Risk profile |
|---|---|---|---|
| Pure cash | $1.8M | $1.8M (≈$1.5M after CGT) | Low |
| 70/30 earn out | $1.4M | $2M if targets met | Medium |
| 50% equity rollover | $1M | $2.5M if rollup sells well | High |
| Staged + employment | $1.2M | $2.2M with 4 years salary | Medium, time bound |
There is no universally correct structure. There is only the structure that fits your timeline, your risk tolerance, and your retirement plan.
8. The data room, the 11 things every Australian buyer asks for
A clean data room doesn’t just speed up due diligence. It signals that you are an organised operator, which itself justifies the price you’re asking. Have these ready before you go to market.
- Three years of signed tax returns for the practice entity (trust, company, or sole trader)
- Monthly P&L for the last 36 months, with consistent categorisation
- Balance sheet current and at last financial year end
- Patient volume reports by month, showing total active patients, new patients, and recall appointment completion
- AHPRA registration certificates current for all registered practitioners in the practice
- Lease agreement including all amendments, options to renew, and correspondence with the landlord
- Equipment schedule with purchase date, purchase price, current book value, and replacement cost estimate
- Supplier contracts including frame supplier agreements, lens lab contracts, and any exclusive arrangements
- Staff list with employment contracts and indication of applicable award coverage (Health Professionals and Support Services Award, MA000027)
- Recall data showing methodology, recall rate, and completion percentage for the last 12 months
- Insurance policies including professional indemnity, public liability, and business interruption cover
| Anything missing from this list when a buyer asks is either a delay or a discount. Have it ready. |
9. The handover, the 3 to 12 month window that protects (or destroys) your price
The handover period is where earn outs are won or lost, where reputation is protected or damaged, and where the price you agreed on either holds or unravels.
Staff retention. The practice team is a significant part of what the buyer purchased. A receptionist who has been at the front desk for eight years is a patient relationship asset. If three staff members resign in the first 90 days post sale, patients notice, patient attrition increases, and if you have an earn out tied to revenue, you feel it financially. Consider stay bonuses for key staff. Typically 3 to 6 months of salary, payable 12 months after the sale closes on the condition that they remain employed. Negotiate who funds these (you, the buyer, or split) as part of the transaction.
Patient retention. Patients come back to a practice, not to an owner’s name. A well run handover introduces the new optometrist before the transition, maintains clinical continuity, and positions the change as an addition to the practice rather than a departure. The owner should be present and visible for the first 60 to 90 days. Patients who feel the transition as an abrupt abandonment are the ones who leave.
Owner clinical handover. Your consulting period agreement should specify. How many days per week you are available, what happens if patient demand exceeds your contracted days, what clinical decisions you remain responsible for, and what you are explicitly released from. Vague consulting arrangements lead to disputes. Put everything in writing before you sign the sale agreement.
What ‘consulting period’ actually means. Buyers use consulting periods to ensure patient retention during the critical transition window. You use it to protect your earn out and your professional reputation. A 6 to 12 month consulting period at reduced clinical hours (2 to 3 days per week) is standard for a full practice sale. Beyond 12 months, you are usually either employed or fully released. Know which one before you commit.
10. My 2025 exit, the 6 things I would do differently
I’ve now been through this process from both sides. As an owner who sold, and as a coach who has helped others prepare for and execute their exits. Here’s the honest version.
- I would start the financial clean up 36 months earlier, not 18 months. I thought the accountant could sort it quickly. They could not. Rebuilding clean normalised financials across three years when the underlying records are inconsistent takes time that costs you in deal momentum.
- I would have had the lease renewal conversation at least 24 months before going to market. One of my properties was the most valuable clinically and had the worst lease position. I knew it, the buyer knew it, and the price reflected it. I should have fixed that two years earlier.
- I would have documented my clinical handover plan before I had a buyer. When a buyer asks ‘how do patients stay after you leave?’ you want to hand them a written protocol, not improvise an answer. Improvised answers in due diligence cost you money.
- I would have used a specialist practice sale broker on my first deal. I negotiated one transaction myself and left structure concessions on the table that a broker would not have given away. The 2% to 3% commission was worth it.
- I would have engaged a CGT specialist accountant at least 18 months before settlement, not 3 months. The 15 year active asset exemption, the retirement exemption, the general 50% discount, all of these need correct entity structuring and timing to apply. Three months before settlement is too late to restructure anything. Eighteen months out is when you can still make it work.
- I would have had a clearer personal plan for what came next. The exit itself went well. The first six months post sale were the hardest of my life. I had lost my identity outside the business. That’s something I now coach on explicitly because it’s the thing nobody tells you about.
11. Frequently asked questions
How long does it take to sell an optometry practice in Australia?
A fully prepared practice with clean financials, a complete data room, and a broker typically transacts in 6 to 12 months from the time it goes to market. Without preparation, the process can extend to 18 months or collapse entirely. The 36 month runway described in this article is the preparation time before you go to market.
What is an optometry practice worth in Australia in 2026?
Most independent optometry practices in Australia sell for 2.5× to 4.5× normalised EBITDA. A practice with $200,000 of normalised EBITDA would typically attract offers between $500,000 and $900,000. Corporate consolidators and PE roll ups can pay above this range for well prepared, system run practices with strong metrics.
Do I need a broker to sell my optometry practice?
Not necessarily, but a specialist healthcare or practice sale broker typically increases the final sale price by more than their commission through competitive tension, deal structuring knowledge, and access to a buyer pool you would not reach privately. If you already have a known buyer, a private sale with a specialist solicitor can be appropriate.
What are the tax implications of selling an optometry practice in Australia?
The main tax considerations are Capital Gains Tax and the available small business CGT concessions (15 year exemption, 50% active asset reduction, $500,000 retirement exemption, and rollover relief). The sale of a going concern is typically exempt from GST. Every situation is different and the concessions require careful structuring and timing. Engage a specialist accountant at least 18 months before your expected settlement date.
Can I sell my optometry practice if I am still the main optometrist?
Yes, but it will reduce your multiple. Owner dependent practices are less transferable and buyers price in the risk of patient attrition when the key clinician departs. The 36 month runway described in this article is specifically designed to reduce owner dependency before going to market.
What is an earn out and should I agree to one?
An earn out is a deferred payment tied to the post sale performance of the practice. If the practice hits agreed targets, you receive the deferred payment. If it doesn’t, you may receive less. Earn outs can increase your total exit value but introduce risk. They are appropriate when you have confidence in the buyer’s operational capability and when the practice’s performance is genuinely independent of your personal involvement.
What do buyers check in due diligence for an optometry practice?
Buyers verify your financial history, patient volume and recall data, lease agreement, AHPRA registrations, equipment schedules, staff contracts and award compliance, supplier agreements, and insurance coverage. See the full 11 item data room list in this article. Due diligence typically takes 4 to 8 weeks for a prepared vendor and can extend to 3 to 4 months if documentation is incomplete.
When is the right time to start thinking about selling?
Now. Even if you’re 10 years from your exit date, every business decision you make today either builds or erodes the value of the asset you will eventually sell. The operators who get the best exits are the ones who run their practice like a sellable asset from day one, not the ones who start thinking about it when they’re ready to leave.
12. Ready to build a practice you can actually sell?
If you’re planning to exit in the next 36 months, or if you want to build a practice that could exit at any point, the work starts now. Not with a broker, not with a valuation, but with the 36 month runway.
My coaching program is designed specifically for optometry practice owners who want to transition from operator to owner, build genuine enterprise value, and exit on their own terms. The process I’ve outlined in this article is the same one I coach through, in detail, with accountability and financial discipline built in.
If that sounds like where you’re headed, you can apply at michaelstefanescu.com. I take a small number of practice owners at any time. There’s no pressure and no pitch call. Either it’s the right fit or it is not.
About the author
Michael Stefanescu is an Australian optometry business coach and former multi practice owner. He spent 20 years as a practising optometrist and built, scaled and sold his own practices in Sydney. He now coaches independent Australian optometry owners through the systems, marketing, financial and operational frameworks that build profitable, sellable practices. Read more about Michael or apply for the $1M Optometry Business Accelerator.