Close · Dental Practice Management

Representation & Warranty Insurance Counsel for Dental Practice Management Acquisitions

Structuring Representation & Warranty Insurance 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 Buy-side / Sponsor
The deal context

Representation & Warranty Insurance on dental practice management deals is one of those workstreams that looks routine on a checklist and decides outcomes in practice.

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 Representation & Warranty Insurance actually gets structured.

  1. Get to non-binding indication within two weeks of LOI sign, with carrier diligence to follow.

  2. Negotiate retention to 0.5 percent of EV, dropping to 0.25 percent after 12 months.

  3. Confirm policy follows form on the purchase agreement, not the other way around.

  4. Carve out tax indemnities and known liabilities, priced separately if needed.

  5. In dental practice management, layer in MSO model documented per state as part of the Representation & Warranty Insurance workstream.

The common mistake

Treating R&W as a commodity. Carrier appetite varies sharply by industry and deal size.

Jason's take
"R&W is no longer optional on most independent sponsor deals over $20M. Price it into the LOI."
Jason Powell · Representation & Warranty Insurance
Capital after close

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

Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.

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 Representation & Warranty Insurance 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.