Capital raise · Dental Practice Management

Capital Partner LPA Counsel for Dental Practice Management Acquisitions

Drafting Capital Partner LPA on dental practice management deals, with the structure protection and capital connectivity an independent sponsor actually needs.

EV range $10M to $130M EV EBITDA $2.5M to $22M Audience Independent Sponsor
The deal context

The economics on a dental practice management platform deal usually hinge on a handful of structural decisions. Capital Partner LPA is one of them.

The typical dental practice management platform sits at $10M to $130M EV with EBITDA in the $2.5M to $22M range. The thesis runs on DSO buy-up under an MSO. Insurance mix dictates valuation. Read the PPO contracts before the EBITDA.

The moves

How Capital Partner LPA actually gets structured.

  1. Anchor on a 20 percent carry above an 8 percent preferred return, 50/50 catch-up.

  2. Build a one-vote, one-LP majority for any waterfall change.

  3. Define key-person and removal-for-cause provisions narrowly.

  4. Make distributions quarterly, with an annual true-up against the waterfall.

  5. In dental practice management, layer in MSO model documented per state as part of the Capital Partner LPA workstream.

The common mistake

Reusing a fund LPA template for a deal-by-deal structure. The economics, governance, and waterfall need to be different.

Jason's take
"The LPA outlives the deal. Draft it like the next ten deals will be governed by the same paper."
Jason Powell · Capital Partner LPA
Capital after close

The deal is one thing. The capital that opens up after close is another.

Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
TALK TO JASON

An LOI on the desk, a dental practice management target, and a Capital Partner LPA question worth a real conversation.

Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.