Mezzanine Debt & Capital Stack Counsel for Dental Practice Management Acquisitions
Securities and M&A counsel for independent sponsors structuring dental practice management transactions, from LOI to close to the capital markets that open up afterward.
Dental Practice Management deals in the lower middle market run a specific playbook. Mezzanine Debt & Capital Stack 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.
How Mezzanine Debt & Capital Stack actually gets structured.
Target senior leverage at 3.0x to 3.5x EBITDA, mezzanine at 1.0x to 1.5x on top.
Negotiate an intercreditor agreement that does not throttle the operator.
Structure mezzanine with PIK toggle and warrants priced into the IRR model.
Confirm covenant headroom of at least 20 percent at close.
In dental practice management, layer in MSO model documented per state as part of the Mezzanine Debt & Capital Stack workstream.
Letting the lender pick the intercreditor terms. Those terms decide what the operator can do on day 180.
"The capital stack is a contract, not a spreadsheet. Read every page of every term sheet."Jason Powell · Mezzanine Debt & Capital Stack
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
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Dental Practice Management
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Dental Practice Management
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Dental Practice Management
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Mezzanine Debt & Capital Stack 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.