Dental Practice Mergers & Acquisitions
A successful acquisition isn't just about price; it's about structure. We design the Asset Purchase Agreement, negotiate the tax allocation, and secure the strategic financing to ensure your new acquisition creates immediate cash flow, not hidden liabilities.
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The Anatomy of a Profitable Acquisition
We treat every deal like a complex merger. We protect you by forming a new, liability-free entity, negotiating favorable Purchase Price Allocations (PPA) to maximize future tax write-offs, and securing capital that aligns with your cash-flow goals.
- Asset Purchase Agreement (APA) Strategy
- Optimal Purchase Price Allocation (Tax)
- New Entity Formation & Liability Shield
- Seller Carry-Back Note Structuring
- Strategic Lender Network Access
- Post-Sale Independent Contractor Strategy
The M&A Playbook
Buy Smart. Structure Smarter.
The Liability Firewall
We never buy the seller's past mistakes. We structure the deal as an Asset Sale (not a Stock Sale) and form a fresh entity to house the practice. This ensures you acquire the patients and equipment, but leave the seller’s lawsuits, debts, and audits behind.
The Tax Allocation Strategy
The "Price" is negotiable; the "Allocation" is critical. We fight to allocate the purchase price toward assets we can write off quickly (like equipment) rather than non-deductible Goodwill. This strategy alone can save you tens of thousands in taxes in the first year.
The Capital Stack
We leverage our network of dental-specific lenders to get you fast, favorable terms. We also structure "Seller Carry-Back" notes with work-back requirements, keeping the seller financially motivated to ensure a smooth transition of goodwill.
1
Deal Structure Design
Before the lawyers draft the APA, we design the framework. We determine the ideal entity structure, the purchase price allocation targets, and the financing mix to ensure the deal makes financial sense for you.
2
Lender & Capital Sourcing
We go to market for your money. We present your deal to our trusted lender network to secure the best rates, while simultaneously negotiating the terms of any seller financing to protect your cash flow.
3
Closing & Transition Mechanics
We land the plane. We review the final APA, draft the Independent Contractor Agreement for the selling doctor to ensure compliant retention, and oversee the funding process to ensure a seamless Day One.
Why Buyers Choose Us
- We ensure you buy assets, not liabilities.
- Our lender network moves faster than traditional banks.
- We structure tax allocations to put cash in your pocket.
- We keep the seller aligned via smart "Carry-Back" notes.
- We handle the complexity so you can focus on the vision.
Dental Practice Transactions & Valuations Services
Proven Results Speak for Us
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Frequently Asked Questions
Should I buy the stock or the assets of a practice?
99% of the time, you want an Asset Sale. Buying stock means you inherit the seller’s past liabilities (lawsuits, audits). Buying assets allows you to take the patients and equipment while leaving the “skeletons in the closet” behind.
How do I finance an acquisition without using my own cash?
We structure the “Capital Stack.” By combining bank financing (usually 80-90%) with a Seller Carry-Back Note (10-20%), we can often structure deals that require very little cash out of pocket from you.
Am I required to hire the seller's existing staff?
Legally, no. Since this is an Asset Sale, you are technically terminating and re-hiring the team. However, strategically, retaining key staff is often vital for patient retention. We help you interview and “re-recruit” the team members who align with your vision.
How quickly can we close a deal?
A typical acquisition takes 60-90 days. The bottleneck is usually the bank financing or lease transfer. We expedite this by having the “Banker’s Package” (projections, tax returns, and entity docs) ready before you even sign the Letter of Intent.