Capital raise · Dental Practice Management

Independent Sponsor Management Fee Structuring in Dental Practice Management

Independent sponsor counsel for dental practice management, focused on Management Fee Structuring and the deal mechanics that protect sponsor economics and LP alignment.

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

Dental Practice Management deals in the lower middle market run a specific playbook. Management Fee Structuring is where the structure either holds or starts to leak.

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 Management Fee Structuring actually gets structured.

  1. Set the fee at 2 percent of invested capital, stepping to 1.5 percent after year three.

  2. Carve out portfolio-company services so add-on diligence is reimbursable.

  3. Allow accrual if cash flow does not support payment, with later cash catch-up.

  4. Make the fee subordinate to debt service, not to LP preferred return.

  5. In dental practice management, layer in MSO model documented per state as part of the Management Fee Structuring workstream.

The common mistake

Pricing the fee on enterprise value instead of invested capital. EV-based fees punish you on the first add-on.

Jason's take
"The management fee pays for the firm. Underprice it and you will run a hobby, not a platform."
Jason Powell · Management Fee Structuring
Capital after close

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

Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.

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

Bring the dental practice management deal. Get Management Fee Structuring done right.

Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.