Close · Dental Practice Management

Dental Practice Management Deals: Seller Financing Done Right

Structuring Seller Financing 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 & Sell-side
The deal context

The economics on a dental practice management platform deal usually hinge on a handful of structural decisions. Seller Financing 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 Seller Financing actually gets structured.

  1. Anchor seller notes at 5 to 15 percent of EV, with a 4 to 6 year term.

  2. Subordinate explicitly to senior and mezzanine debt with a clear standstill on default.

  3. Price interest at 6 to 8 percent, with cash pay or PIK depending on the senior package.

  4. Build prepayment optionality so refinancing flexibility is preserved.

  5. In dental practice management, layer in MSO model documented per state as part of the Seller Financing workstream.

The common mistake

Treating the seller note as a hand-shake. Sellers sue on notes more often than on equity disputes.

Jason's take
"A seller note is debt. Document it like debt. Service it like debt."
Jason Powell · Seller Financing
Capital after close

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

The capital that opens up post-close, from refinancing to growth equity to strategic exit, runs through a small set of Wall Street relationships. That network is built in.

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 Seller Financing 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.