The multiple is a cleaned EBITDA. The teaser is scenery.

In salon industry buying, consolidation in 2026 has left the scenery behind. Funds and platforms buy aesthetic practices and larger clinics across DACH on a multiple of EBITDA, not on the story in the teaser, however well the teaser photographs the reception. The price is a multiple of a cleaned operating result before interest, tax and depreciation. Where the multiple sits depends on dependence on one person, on how much revenue hangs on one name, and on growth that can be repeated without that person in the room. In healthcare services those deals often land from the mid-single digits into the low double digits. A single figure in a pitch is a conversation starter. It is not a market, and it is not your practice until the bridge is on the table.

Before a letter of intent is signed, three blocks go down in writing: how the earn-out is calculated, what happens to the brand and the name, and who keeps medical leadership. The third block is professional law. It is not a negotiating sentence you soften over coffee.

EBITDA, after the one-offs have been walked out

EBITDA is usable when it is normalised, which is a polite word for a fight about what the year actually was. One-off one-off marketing costs, an owner salary below market, rent paid to a company of the same owner, a year with an exceptional device sale: each of these moves the result the multiple is applied to. The buyer will normalise, downward where it cuts the price, with a calm that suggests the cut was always there. The seller should build the same bridge before she hears a number. Otherwise she negotiates against a definition she sees only in due diligence, which is a poor room for surprises.

Revenue multiples are a poor fit here, however round they look on a slide. Two practices with the same turnover can have entirely different wage ratios, different shares of injectable work and different dependence on one practitioner. EBITDA shows that gap. A practice whose result hangs on one person takes a lower multiple, because the buyer has to repurchase that result after the person leaves, through salary, through an earn-out, or through both. The person is the asset. The multiple knows it, even when the teaser talks about a platform.

What stays out of today’s price is a valuation that capitalises future sites as if they were already pouring coffee. Platforms pay for a result that exists, and for a plan they will fund with their own capital. Folding the plan into today’s price charges the expansion twice, once to the seller and once to the build. Twice is how founders leave angry and still somehow underpaid.

Earn-out, and the costs that move after you no longer hold the pen

An earn-out is the part of the price paid later against an agreed bridge, often over two to three years, often on EBITDA or on revenue. It closes the gap between what the seller believes about the future and what the buyer will pay today. It opens a conflict as soon as the buyer controls costs. Marketing budget, clinician pay, internal recharges, moving treatments into another company: each of these moves the EBITDA the remaining price depends on. The future, it turns out, has a finance director.

The protection sits before the letter of intent, not in a side letter in year two when everyone is tired. Which costs the buyer may not raise unilaterally. Which recharges are excluded. Whether the earn-out sits on revenue rather than profit once the seller no longer controls costs. Revenue can be pushed with discounts that look like growth and feel like a sale. Profit can be pushed with costs that look like investment and land on your bridge. There is no innocent base. There is a base whose levers are named, in sentences a lawyer can read without a metaphor.

An earn-out that also requires the founder’s personal presence is an employment contract dressed as purchase price, in better shoes. Hours, cover and illness then belong in the same draft. Otherwise the unpaid part of the price becomes an attendance bonus, and attendance is a hard way to finish a sale you thought you had already made.

An earn-out pays for the future only when it is clear who moves the costs after closing.

Brand, name, and the person who still practises

The brand is often the physician’s name or the clinic’s, which is why the conversation gets personal in a way a factory sale does not. A lock-up assigns the mark, bars its use alongside, and binds the person with a non-compete. That can be economically sound. It turns damaging when the name stays locked beyond the earn-out and professional rules still allow practice somewhere else. Term, territory, and whether the name reverts or stays with the buyer are parts of the price. They do not live in the platform’s brand book, between a colour and a tone of voice. A name is a livelihood. A tone of voice is a PDF.

Injections and other medical work remain medical practice. A financial investor does not become the treating clinician or the medical lead by buying shares. Whether a practice, an MVZ or a management structure can hold the investment at all is a question of professional law, and Germany, Austria and Switzerland do not answer it the same way. Germany has its own limits on outside ownership and on statutory physician forms. Austria has its own physicians’ statute. Switzerland leaves much of this to the canton. A term sheet that draws DACH as one cap table is a slide with a map on it. The opinion belongs before the letter of intent. A footnote after signing is a souvenir.

Platforms that say physician-led at industry practice should name who holds that leadership personally after closing, on what contract, and what happens when that person leaves. Without the sentence, medical leadership is an adjective in the teaser, sitting next to scalable. Adjectives do not hold a licence.

Before the letter, while non-binding still means something

The LOI fixes the logic of value, even where it still says non-binding in a reassuring italic. A definition that is wrong there returns in due diligence as a dispute. Clarification, at that stage, is a polite word for a price cut.

Normalised EBITDA, with the bridge disclosed, and with future sites kept out of today’s price. A multiple offered as a range with a reason, not a lone number without a comparison the seller can check. An earn-out over two to three years, base and forbidden cost levers in writing. Trademark assignment, non-compete and reversion of the name, with term and territory that a person could actually live inside. Medical leadership tied to a named person, with opinions for Germany, Austria and Switzerland kept in separate folders because the folders are not the same law. Health data and the patient record stay out of the saleable data-room story. A story is not a file, and a file of patients is not a synergy.

Consolidation is capital, and capital can be a clean exit when the columns are separate. Price, deferred payment and professional law sit in three places before anyone signs a letter of intent. A platform that will not open those columns at industry practice is buying a signature under a definition it intends to write later, in a room with worse light and a longer table.