At least 47% of physicians were employed by or affiliated with hospital systems in 2024, up from less than 30% a little over a decade earlier. For most independent practice owners, the question is no longer whether to sell but when, and the two options typically presented, a hospital acquisition or a private equity partnership, both require giving up significant control over how the practice is run.
A third structural option exists that practice owners rarely hear about from buyers who have a financial interest in a different outcome: the Umbrella Merger. In this model, multiple independent practices combine under a single corporate entity and taxpayer identification number, gaining the payor leverage, administrative scale, and technology investment of a larger organization while the physicians themselves remain the owners.
This guide walks through how an Umbrella Merger works, what it requires physicians to give up relative to a hospital sale or private equity deal, and what to do next if the model fits.
Co-chair of Barnes & Thornburg’s
Private Funds and Asset Management Group
Scott Beal
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The Middle Path
Physician practice owners evaluating a sale or partnership
Practice administrators assessing consolidation options
Physician groups exploring a merger with other independent practices
In-house counsel and CFOs at multi-site practices
Healthcare M&A advisors and transaction counsel
Who Should Read This
Inside the Guide
Barnes & Thornburg stands out because of our deep healthcare and life sciences industry knowledge, paired with our practical and innovative advice. With more than 140 Healthcare Industry Practice attorneys in the firm, located across the country in 26 offices, we offer clients access to unmatched experience and subject-matter expertise. Many of our healthcare attorneys have worked for federal and state regulatory and enforcement agencies, healthcare and life sciences companies, and hospitals and health systems, allowing us to guide clients through complex statutes, shifting regulations, and compliance needs across Medicare and Medicaid, government investigations, FCA litigation, data privacy, managed care contracting, and mergers and acquisitions.
Our healthcare team includes more than 20 former U.S. Attorneys and Assistant United States Attorneys, a former supervisor and founding member of DOJ’s Medicare Strike Force, and a former senior attorney from HHS-OIG.
Why Umbrella Mergers Deserve
a Seat at the Table Before You
Sell Your Medical Practice
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The pressure landscape driving physicians toward a sale, including consolidation trends and the staffing, prior authorization, and cybersecurity burdens practices face today
A side-by-side look at what physicians give up under a hospital acquisition versus a private equity partnership, and why the two are not as different as they first appear
How an Umbrella Merger is structured, and the scale benefits it can deliver in payor contracting, administrative infrastructure, technology investment, recruitment, and value-based care readiness
What physicians still have to surrender under this model, and why that trade is fundamentally different from a traditional sale
The antitrust and regulatory considerations that shape how an Umbrella Merger should be built from the outset
Who this path fits best, who it doesn’t, and concrete next steps for practices weighing it
Learn how to evaluate an Umbrella Merger alongside traditional acquisition models.
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