Dental Practice Management Transaction Fee Structuring: An Independent Sponsor's Counsel
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.
An independent sponsor closing dental practice management transactions in the $10M to $130M EV range has a defined set of moves at the Transaction Fee Structuring 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 Transaction Fee Structuring actually gets structured.
Disclose the fee in the LP commitment letter and the LPA, with no surprises at close.
Set platform transaction fees at 2 to 3 percent of enterprise value, add-on fees at 1 to 2 percent.
Build an LP-approval threshold above which a one-time vote is required.
Treat the fee as a closing distribution, paid before working capital adjustments.
In dental practice management, layer in MSO model documented per state as part of the Transaction Fee Structuring workstream.
Hiding the transaction fee in closing costs. LPs find it, and you lose the next deal.
"Charge the fee. Disclose the fee. Defend the fee. The LP either funds the model or does not."Jason Powell · Transaction Fee Structuring
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.
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…
Quality of Earnings for Dental Practice Management
The buyer's accounting diligence report normalizing earnings, working capital, and pro-forma performance.
Transaction Fee Structuring for Healthcare Services
roll-up of physician practices and ancillary service lines
Transaction Fee Structuring for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a dental practice management target, and a Transaction Fee Structuring 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.