Indemnification for Dental Practice Management Independent Sponsors
Drafting Indemnification on dental practice management deals, with the structure protection and capital connectivity an independent sponsor actually needs.
An independent sponsor closing dental practice management transactions in the $10M to $130M EV range has a defined set of moves at the Indemnification stage. Most of them are not in a generic M&A textbook.
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.
How Indemnification actually gets structured.
Set general indemnity survival at 18 months, fundamental reps for the full statute of limitations.
Build a basket at 0.5 percent of EV, with a deductible structure, not a tipping basket.
Cap general indemnity at 10 percent of EV, with R&W insurance carrying the layer above.
Carve out fraud, tax, and intentional breach from any cap.
In dental practice management, layer in MSO model documented per state as part of the Indemnification workstream.
Negotiating caps and baskets without first reading the disclosure schedules. The schedules dictate the real exposure.
"Indemnification only matters when the deal goes wrong. Draft it as if it will."Jason Powell · Indemnification
The deal is one thing. The capital that opens up after close is another.
After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.
Related deal pages.
Transaction Fee Structuring for Dental Practice Management
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Representation & Warranty Insurance for Dental Practice Management
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Quality of Earnings for Dental Practice Management
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
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regional roll-ups of HVAC, plumbing, and electrical operators
Indemnification for Dental Practice Management, on independent sponsor terms.
Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.