View From a Ferrari
A first-person account of the modern private equity experience.
Selling your practice to a private equity firm is an excellent way to source the capital, management expertise, and know-how to grow your practice. Such a decision also frees up your time to focus on being a doctor, which is what we all went to school for in the first place. From a business perspective, you are no longer the day-to-day driver, but you are now in a much faster sports car. The decision to partner with a private equity firm is tantamount to choosing between being the driver of an Acura or a passenger in a Ferrari.
MY ACURA DAYS
I have focused on growing my business since I went into practice with my father in 1992. I wanted to build a self-sustaining ophthalmic practice that encompassed all the subspecialties, treating patients from cradle to grave, which would be the go-to practice for eye care in Baltimore, Md. I took over the leadership of the practice in 1999 and hired a CEO to help grow the business while I focused on being a doctor and surgeon. We hired doctors of different subspecialties such as glaucoma, plastics, and retina. We grew our ambulatory surgery center and modeled ourselves as a primary care practice so that we would not be exclusively dependent on referrals from outside doctors.
One of the requirements of growing a business is figuring out how to finance the growth initiatives. I chose to leverage the debt markets when investing in my business because of the availability and low cost of capital. If I wanted to build another office, hire another doctor, or buy a practice from a retiring peer, I chose to borrow money from the bank; a million bucks here, a million bucks there—it adds up. Growth was very expensive, but I embraced the idea that if we were not growing, we would be shrinking, especially in the face of a consolidating market.
Following the financial crisis in 2008, dealing with the banks became more difficult. They changed their view on how much money I should be able to borrow and spent more time examining the financial performance of my business than they had historically. I did not want the banks to be the governors of my growth, but I was also averse to financing my business with my own personal “piggy bank,” on which my family and I relied.
FINDING A NAVIGATOR
To continue growing my practice, I explored the possibility of working with a private equity firm. More than just capital, I wanted to partner with a firm that shared my vision, goals, and dreams and that would help me navigate the challenging terrain of the evolving eye care industry.
In 2013, I partnered with Varsity Healthcare Partners. Shortly after a close to 2-hour introductory call with the Varsity team, they were on a plane from Los Angeles, Calif. to Baltimore to meet with me to put pen to paper on the plan that became EyeCare Services Partners (ESP).
GETTING IN THE FERRARI
Varsity Healthcare Partners and I formed and made an investment in ESP, the new management company of the Katzen Eye Group. They sourced and hired a world-class management team composed of people with experience building big businesses such as the one we wanted to build. They worked with management to evaluate the infrastructure I built through the lens of, “Will this scale to support the business we are going to build?” They looked at one of my practice locations and said, “This is too small. Let’s build a brand new office because we know the patient demand is there.” They created a call center and set up sophisticated systems to monitor revenue cycle management performance. They pulled all of the practice’s administrative staff out of the clinical and retail space to make more room for patient care and added a concierge center for high-end cataract surgery.
From a patient’s standpoint, the transition to private equity ownership and new management was completely invisible. The same doctors were in the same (or new) locations and providing the same great care and services.
From a division-of-responsibility perspective, the management company managed the administrative staff, facilities, finances, and everything else on the “business” end, so that I could spend most of my time being a doctor and surgeon and taking care of patients. I did not have to worry about accounts payable, meaningful use, the merit-based incentive payment system and the Medicare Access and CHIP Reauthorization Act, hiring and firing, malpractice, or funding 401(k) plans.
Since forming ESP, we acquired a number of practices, both in Katzen’s market and in distant markets such as Southern California, Denver, Colo., and Chicago, Ill. We integrated acquired practices and successfully developed regional and local market networks through small and medium “tuck-in” acquisitions. We enhance all of our practices by leveraging our sophisticated infrastructure to ensure we can eliminate redundancies and take advantage of efficiencies and economies of scale—all of which created value for our private equity partners and physician shareholders.
Since its formation, ESP had grown from a dominant Baltimore practice into a business with more than 60 clinical and surgical locations and more than 130 providers across five states. ESP remains majority owned by a private equity fund, but a significant portion of the business remains in the ownership of our very own doctors.
We had been so successful that, earlier this year, Harvest Partners, a large private equity fund with an outstanding track record in multisite health care investing (dental, dermatology, veterinary medicine, physical therapy) recapitalized ESP and replaced Varsity as our private equity partner. The transaction with Harvest Partners resulted in a big “win” for Varsity and our physician shareholders who participated in the value creation. With Harvest’s support, ESP has the capital resources of one the largest private equity funds investing in the eye care industry today, which makes me feel good about our continued growth trajectory.
THE SPEED BUMPS
Although selling my business has resulted in an amazing journey and has allowed me to be a key participant in helping to build ESP, I had to give up certain things in exchange for all of our success. Control and influence, in particular, have been hard for me to be without. For example, as ESP was in its initial phases of growth, I was in the passenger seat as infrastructure was built or reshaped, which resulted in staffing changes I could not control. Long-time employees who probably needed to be reassigned or replaced either could not keep up with the pace of change and ultimately left or were moved around. I should have made many of these changes, but I could not bring myself to make them.
The process of change is not unique to ESP. Regardless of the practice or private equity firm, change will come. You can look at many of our peers who are traveling a similar path and see change, much of it difficult.
THE PRIZE MONEY
Depending on how a transaction is structured, selling a practice to a private equity firm can result in a number of liquidity opportunities. There are always the upfront cash proceeds to the practice’s owners, ESP and its private equity partners have used a physician co-investment model to ensure that physicians are invested and aligned with the private equity firm. They have made this opportunity available both to those who have sold practices to ESP and to those who are associates in practices that ESP has acquired.
This model allows the physicians to benefit from the upsides associated with having partnered with a private equity firm—such as return and value creation. This is especially important for the younger physicians who want the benefits associated with ownership without the capital risk and administrative headaches associated with building a business and running a practice.
While all of our shareholders were successful alongside Varsity Healthcare Partners during our 3-year holding period, Harvest’s capital resources and success in the multisite health care market gives all of us the confidence that we will be able to have a second, third, and even fourth bite of the apple as we consolidate the highly fragmented vision market.
We are now major players, and the sky is the limit to what we can do and how much additional value we can create. I continue to be a significant investor in ESP, the business I helped form, and I am looking forward to doing big things with my new management and private equity partners.
I firmly believe that a private equity-financed consolidation of ophthalmology and other eye care practices will irreversibly change the landscape of our market. Consolidation is occurring not only in our specialty and our peer physician verticals, but also across the entire health care landscape, among payors and providers alike. As scale becomes increasingly necessary to compete and it becomes harder to thrive in an overly regulated market, many of us will turn to a private equity-backed consolidator. The question is whether or not you will take the wheel or get run over.
Brett Katzen, MD
• clinical assistant professor at the University of Maryland School of Medicine; private practice with Katzen Eye Group, both in Baltimore, Md.
• financial interest: shareholder, EyeCare Services Partners
• 443-632-2898; email@example.com