Category Archives: Strategies

Why Confidentiality Matters When Selling Your Dental Practice

When a dentist decides to sell a practice, one of the first concerns is often:

“How can I explore selling without my staff and patients finding out?”

It’s a reasonable question.

For many dentists, the practice represents decades of hard work, established patient relationships, and a team of employees who have become an important part of their professional lives.

The decision to sell is significant, and most practice owners want to maintain control over when and how that information becomes public.

That’s why confidentiality is such an important part of the dental practice sale process.

A well-managed sale allows the owner to explore opportunities, evaluate qualified buyers, and negotiate a transaction while minimizing unnecessary disruption to the practice.

However, confidentiality doesn’t happen automatically. It requires planning, discretion, and a clear process for sharing information.

Why Is Confidentiality So Important?

A dental practice is different from many other businesses because its success depends heavily on personal relationships.

Patients develop trust in their dentist. Employees rely on the practice for their livelihoods. Referral sources and vendors may have longstanding relationships with the owner.

If news of a potential sale spreads before the owner is ready to make an announcement, people may begin making assumptions.

Employees may worry about job security.

Patients may wonder whether their dentist is retiring immediately or whether their treatment will be interrupted.

Other dentists or competitors may begin speculating about the future of the practice.

Even when none of these concerns is justified, uncertainty can create unnecessary distractions.

The purpose of confidentiality isn’t to conceal important information indefinitely.

It’s to ensure that the transition is communicated thoughtfully and at the appropriate time.

1. Protecting Employee Confidence

For many sellers, the staff is their greatest concern.

A longtime employee who learns that the practice is for sale may immediately wonder:

  • Will I still have a job?
  • Will my compensation or benefits change?
  • Will the new owner keep the existing team?
  • Will the practice operate differently?
  • Should I start looking for another position?

These questions are understandable.

However, during the early stages of marketing, the seller may not yet know who the buyer will be, when the sale will occur, or what changes, if any, will follow.

Announcing a potential sale before those questions can be answered may create unnecessary anxiety.

In some situations, employees may begin exploring other opportunities even though the eventual buyer intends to retain the entire team.

Losing an experienced hygienist, assistant, or office manager during the sale process can affect both practice operations and the buyer’s perception of the opportunity.

Maintaining confidentiality helps preserve stability until the seller is in a position to communicate a more complete transition plan.

2. Maintaining Patient Confidence

Patients may also react to rumors about a practice sale.

A patient who hears that their dentist is selling might assume that the office is closing or that their longtime dentist will no longer be available.

Others may postpone treatment or begin looking for another provider.

In reality, most dental practice acquisitions are intended to preserve an ongoing business.

The buyer generally wants to maintain the existing patient base, retain relationships, and continue providing care.

A carefully planned announcement can explain the transition, introduce the new dentist, and reassure patients that the practice will continue serving their needs.

Premature rumors rarely provide that level of clarity.

This is particularly important for patients who have been with the practice for many years.

3. Protecting the Practice’s Financial Performance

Confidentiality isn’t just about avoiding uncomfortable conversations.

It can also help protect the financial performance of the practice during the sale process.

Consider what might happen if several employees leave because they’re concerned about an uncertain future.

The practice may experience:

  • Reduced appointment availability
  • Disruptions in hygiene production
  • Additional recruiting expenses
  • Increased use of temporary staff
  • Declining collections
  • Operational stress for the seller

These changes can affect the practice’s profitability and potentially complicate the sale.

Buyers and lenders evaluate the financial and operational stability of a practice.

An unnecessary disruption during marketing can create problems that might otherwise have been avoided.

4. Confidential Marketing Doesn’t Mean Limited Marketing

Some sellers assume that keeping a sale confidential means the practice cannot be actively marketed.

That’s not necessarily true.

A dental practice can be marketed to prospective buyers without publicly identifying the seller or disclosing the exact location.

For example, an initial listing might describe a practice as:

“A well-established general dental practice in Burlington County, New Jersey, with four equipped operatories, a loyal patient base, and opportunities for continued growth.”

That description provides enough information for a prospective buyer to determine whether the opportunity may be of interest.

However, it doesn’t identify the practice by name or address.

More detailed information can be provided after the prospective buyer has been screened and has agreed to maintain confidentiality.

This allows the seller to reach potential purchasers without unnecessarily exposing the practice’s identity.

5. Qualifying Buyers Before Sharing Information

One of the most important elements of a confidential sale is controlling who receives sensitive information.

At American Practice Consultants, prospective buyers are asked to complete a Buyer Information Form that includes a confidentiality agreement before receiving identifying information about a practice.

This serves several purposes.

First, it helps establish that the individual has a legitimate interest in purchasing a dental practice.

Second, it provides information about the buyer’s background, experience, geographic preferences, and acquisition goals.

Third, it establishes confidentiality expectations before sensitive practice information is disclosed.

The goal isn’t to make the process unnecessarily difficult for buyers.

It’s to protect the seller while ensuring that qualified purchasers can evaluate appropriate opportunities.

Confidentiality is most effective when information is shared in stages, based on a buyer’s level of interest and progress through the acquisition process.

6. Managing Office Visits Carefully

Eventually, serious buyers will want to visit the practice.

This can be one of the more sensitive parts of the process.

An unfamiliar dentist walking through the office during normal business hours may attract attention from employees or patients.

For that reason, initial office visits are often scheduled when the practice is closed or when employees and patients are not present.

A typical initial visit may last approximately 45 to 60 minutes.

During that time, the buyer can tour the facility, examine the equipment, learn about the practice’s operations, and speak directly with the seller.

Scheduling visits discreetly helps protect confidentiality while allowing buyers to evaluate the opportunity.

As the transaction progresses, additional visits or inspections may be necessary.

Those should also be coordinated carefully.

7. Confidentiality Becomes More Challenging During Due Diligence

Once a buyer and seller reach an agreement on the principal terms, the buyer generally begins more detailed due diligence.

At this stage, additional individuals may become involved, including:

  • Attorneys
  • Accountants
  • Lenders
  • Equipment inspectors
  • Landlords
  • Other professional advisors

Each additional participant creates another potential point where information could be disclosed.

That’s why it is important to coordinate the process and limit information sharing to those who have a legitimate need to know.

Sensitive financial documents should be transferred securely, and access should be appropriately controlled.

Patient information requires particular care.

A confidentiality agreement between a buyer and seller does not, by itself, authorize unrestricted disclosure of protected patient health information. Any access to patient records must comply with applicable privacy laws and professional requirements.

The objective is to provide the buyer with the information necessary to evaluate the practice without unnecessarily exposing confidential business or patient information.

8. When Should You Tell Your Staff?

There isn’t one universally correct time to inform employees that a practice is being sold.

The appropriate timing depends on the circumstances of the transaction.

Some sellers prefer to wait until the purchase agreement has been signed and the major contingencies have been satisfied.

Others may decide that certain key employees need to be involved earlier.

For example, an office manager may eventually need to help coordinate operational details, software access, or transition planning.

The important point is that the announcement should be deliberate rather than accidental.

Before speaking with employees, the buyer and seller should ideally have a coordinated plan addressing:

  • When the announcement will occur
  • Who will communicate the information
  • Whether the buyer will be introduced at the same time
  • What is known about staffing and operations after closing
  • How employee questions will be handled

The seller should also consult with the transaction attorney regarding any applicable employment-related notice obligations.

Employees deserve clear, respectful communication—but that communication is most helpful when the seller can provide reliable information rather than speculation.

9. What If Someone Discovers the Practice Is for Sale?

Even with careful planning, confidentiality cannot always be guaranteed.

An employee might see an unfamiliar visitor, overhear a conversation, or notice unusual document requests.

If someone asks whether the practice is being sold, the seller should avoid making statements that are misleading or inconsistent with legal obligations.

At the same time, the seller doesn’t necessarily need to disclose every detail of a potential transaction that remains uncertain.

The best response will depend on the circumstances.

This is another reason to develop a communication strategy early in the process.

Being prepared can prevent an unexpected question from turning into a larger disruption.

10. Confidentiality Doesn’t End at Closing

Once the transaction is ready to close, the focus shifts from protecting the seller’s identity to communicating the ownership transition effectively.

Patients, employees, referral sources, and vendors may all need to receive appropriate information.

The buyer and seller should coordinate these communications so that everyone receives a consistent message.

For patients, the announcement should reinforce continuity of care and introduce the new dentist positively.

For employees, it should clarify the new ownership structure and provide an opportunity to ask questions.

A thoughtful transition announcement can help preserve the relationships and goodwill that made the practice valuable in the first place.

The Bottom Line

Confidentiality is an essential part of selling a dental practice.

It helps protect employee confidence, maintain patient relationships, preserve financial performance, and give the seller control over how the transition is communicated.

But confidentiality shouldn’t prevent a practice from being marketed effectively.

With a structured process, qualified buyers can receive the information they need while the seller’s identity and sensitive business information remain appropriately protected.

The goal is to maintain stability during the sale process and communicate the transition when the parties are prepared to do so thoughtfully and professionally.

For many dentists, selling a practice is one of the most significant professional and financial decisions they’ll make.

Protecting the business throughout that process is just as important as negotiating the sale itself.


Considering Selling Your Dental Practice?

American Practice Consultants has been assisting dentists with practice transitions since 1985.

We understand the importance of protecting confidentiality throughout the sale process, from initial marketing and buyer screening through negotiations, due diligence, and closing.

When representing a dental practice for sale, we work exclusively on behalf of the seller and coordinate the process with qualified buyers and their professional advisors.

If you’re considering selling your dental practice in New Jersey or Eastern Pennsylvania, contact American Practice Consultants for a confidential conversation about your options and transition goals.

What Should You Look for During Your First Visit to a Dental Practice for Sale?

You’ve reviewed the financial information, considered the location, and determined that a dental practice for sale may be a good fit for your goals.

Now it’s time to visit the office.

For many prospective buyers, this is one of the most exciting parts of the dental practice acquisition process. It’s the first opportunity to move beyond financial statements and photographs and see the practice in person.

But it’s also an opportunity that buyers sometimes approach without a clear plan.

A practice visit isn’t simply about deciding whether you like the office. It’s about beginning to understand how the practice operates, what investments may be necessary, and whether you can envision yourself practicing there.

The goal of your first visit isn’t to complete your due diligence. It’s to determine whether the opportunity deserves further consideration.

Here are some of the most important things to evaluate.

1. Start With the Overall Impression

Before focusing on individual pieces of equipment or specific operational details, take a moment to consider your overall impression of the practice.

Ask yourself:

  • Does the office appear clean and well-maintained?
  • Is the environment welcoming and professional?
  • Does the layout make sense?
  • Can you envision yourself treating patients here?
  • Does the practice appear consistent with the type of dentistry you want to provide?

An older office isn’t necessarily a bad practice.

In fact, some highly profitable dental practices operate successfully in facilities that haven’t undergone significant cosmetic renovations in years.

Likewise, a beautiful, newly renovated office isn’t automatically a strong acquisition opportunity.

Appearance matters, but it should never replace an evaluation of the practice’s financial and operational performance.

The important question is whether the facility can support your clinical and business objectives.

2. Evaluate the Operatories

The treatment rooms are naturally one of the first areas a buyer will want to examine.

Consider both the number of operatories and how they’re configured.

For example:

  • How many operatories are fully equipped?
  • Are any rooms currently used for storage or other purposes?
  • Is the equipment functional and reasonably maintained?
  • Is there adequate space for the procedures you intend to perform?
  • Could the layout accommodate additional technology?

A practice with four operatories may offer more flexibility than one with three, but only if the rooms are appropriately configured and the patient demand supports their use.

Similarly, an additional operatory that requires substantial plumbing, electrical, or equipment investment shouldn’t automatically be treated as an immediately usable treatment room.

Look at the office as it exists today, while considering what modifications might be necessary for your intended style of practice.

3. Look Beyond the Age of the Equipment

Buyers sometimes become overly focused on whether the dental chairs, delivery systems, and other equipment are new.

Equipment age certainly matters, particularly when considering future replacement costs.

But age alone doesn’t tell the entire story.

Well-maintained equipment may continue functioning reliably for many years.

Conversely, relatively new equipment that hasn’t been properly maintained can create unexpected expenses.

During your visit, pay attention to:

  • Dental chairs and delivery systems
  • X-ray equipment and digital sensors
  • Sterilization equipment
  • Compressors and vacuum systems
  • Handpieces and other clinical equipment
  • Computers and practice management technology

You may not be able to fully evaluate every system during an initial visit.

That’s normal.

If you decide to move forward, a more detailed equipment inspection can be part of the due diligence process.

The first visit should help you identify obvious concerns and determine where additional investigation may be necessary.

4. Understand the Practice’s Technology

Technology can have a meaningful impact on both the cost of acquiring a practice and the ease of transitioning into ownership.

Some practices have already invested in digital radiography, intraoral scanners, CBCT imaging, and other modern systems.

Others may use older technology or rely on more traditional workflows.

Neither situation automatically makes a practice a good or bad opportunity.

The question is how the existing technology fits your needs.

For example, if you plan to perform implant placement and want CBCT capabilities, purchasing a practice without that equipment may require an additional investment.

On the other hand, if the practice already has the technology you need, that may reduce your initial capital requirements.

Also consider the practice management software.

Are you familiar with the system? Is it supported and current? Will you need training or a conversion?

Technology changes can be expensive and disruptive, so understanding the existing systems is worthwhile.

5. Pay Attention to the Office Layout and Workflow

A practice may have attractive operatories and good equipment but still suffer from an inefficient layout.

As you walk through the office, consider how patients and staff move through the space.

Look at:

  • Reception and check-in areas
  • Patient waiting space
  • Treatment room accessibility
  • Sterilization workflow
  • Storage areas
  • Staff facilities
  • Private consultation space
  • Overall accessibility

Does the layout allow the team to work efficiently?

Are there obvious bottlenecks?

Would you need to make changes to accommodate your preferred clinical workflow?

An inefficient layout doesn’t necessarily eliminate a practice from consideration, but it may affect your operating plans and future investment needs.

6. Ask About the Seller’s Clinical Schedule

One of the most useful conversations during a practice visit concerns how the seller currently operates.

How many days per week does the seller practice?

How many patients are typically scheduled?

Does the seller work with an assistant?

How much time is allocated for common procedures?

These questions can help you understand the relationship between the practice’s production and its available clinical capacity.

For example, a practice with four equipped operatories and a seller who works only three days per week may have opportunities for increased utilization.

But don’t assume that simply adding clinical days will automatically increase collections.

The practice must have sufficient patient demand to support the additional schedule.

Available capacity is an opportunity only when there’s a realistic way to use it.

7. Learn About the Staff

The employees are an important part of any dental practice acquisition.

During an initial visit, you may not have an opportunity to meet the staff, particularly if the sale is being handled confidentially.

However, you can still ask the seller about the team.

Useful questions include:

  • How many employees work in the practice?
  • How long have they been employed?
  • Are they full-time or part-time?
  • How is the hygiene department staffed?
  • Are there any known plans for retirement or departure?
  • Does the practice rely heavily on a particular employee?

Long-tenured employees can be a tremendous asset.

They often have established patient relationships and understand the office’s daily operations.

At the same time, a buyer should consider whether staffing levels and compensation are appropriate for the practice’s production.

A detailed review of payroll and benefits can take place later during due diligence.

8. Understand What Dentistry the Seller Performs

Two general dental practices with similar collections may operate very differently.

One seller may perform molar endodontics, surgical extractions, and implant placement.

Another may refer nearly all of those procedures to specialists.

During the visit, ask about the seller’s clinical philosophy and procedure mix.

This is particularly important if your clinical skills differ from those of the seller.

If you perform procedures the seller currently refers out, there may be opportunities to expand production.

Conversely, if the seller performs complex procedures that you don’t intend to provide, you may need to adjust your expectations about future revenue.

The objective is to understand whether the practice’s existing clinical model aligns with your abilities and interests.

9. Consider the Location and Surrounding Area

Even if you’re familiar with the general area, visiting the practice provides an opportunity to evaluate its specific location.

Consider:

  • Visibility from the road
  • Parking availability
  • Ease of access
  • Nearby residential and commercial development
  • Condition of the building and surrounding properties
  • Accessibility for patients with mobility limitations

A practice in a highly visible retail center may have different advantages and disadvantages from one located in a professional office building.

Also consider your personal circumstances.

Will the commute be manageable?

Is this an area where you would be comfortable practicing for the next 10, 15, or 20 years?

A dental practice acquisition is a long-term professional commitment, so location matters beyond the immediate financial opportunity.

10. Ask About the Office Lease or Real Estate

The physical office is an important part of the transaction, but the buyer may not necessarily be purchasing the real estate.

If the seller leases the space, you’ll eventually need to understand:

  • Remaining lease term
  • Renewal options
  • Current rent
  • Responsibility for maintenance and repairs
  • Landlord approval requirements
  • Any restrictions affecting the practice

If the seller owns the building, determine whether the real estate is available for purchase or whether a new lease will be offered.

You don’t need to resolve every lease issue during your first visit.

However, you should identify the general real estate arrangement early because it can significantly affect the acquisition.

11. Observe the Seller’s Attitude Toward the Transition

One of the less tangible but important aspects of a practice visit is the opportunity to meet the selling dentist.

Pay attention to how the seller discusses the practice.

Does the seller appear knowledgeable about the business?

Are they willing to answer reasonable questions?

Do they seem genuinely interested in finding a successor who will care for their patients and staff?

A seller’s willingness to cooperate can make a meaningful difference during the acquisition and transition process.

Of course, the first meeting is only an introduction.

But it can help establish whether the buyer and seller are likely to work together effectively.

12. Don’t Try to Complete Due Diligence During the First Visit

A typical initial office visit may last approximately 45 to 60 minutes.

That isn’t enough time to inspect every piece of equipment, review every financial report, or resolve every operational question.

And it shouldn’t be.

The first visit is an opportunity to evaluate the practice at a higher level.

If the opportunity remains attractive, more detailed due diligence can follow.

Trying to investigate every possible issue during the initial meeting can make the visit unnecessarily complicated and distract from the bigger picture.

Focus on the factors that will help you decide whether to move forward.

What Should You Do After the Visit?

Once you’ve left the office, take some time to organize your impressions.

It’s easy to forget details after visiting several practices.

Consider making notes about:

  • What you liked about the practice
  • Any equipment or facility concerns
  • Questions requiring additional information
  • Potential operational improvements
  • How the practice fits your clinical goals
  • Whether the location and schedule work for you

Then compare those observations with the financial information you’ve already reviewed.

A practice that looks impressive but doesn’t generate sufficient cash flow may not be the right opportunity.

Likewise, a practice that needs cosmetic improvements may still be an excellent acquisition if its financial performance and patient base are strong.

The best purchase decisions consider both the numbers and the practical realities of operating the office.

The Bottom Line

Visiting a dental practice for sale is an important step in determining whether an acquisition opportunity is right for you.

It’s your chance to evaluate the physical office, understand the seller’s clinical approach, and begin considering what ownership would look like.

But don’t let any single factor determine your decision.

New equipment doesn’t guarantee profitability.

An older office doesn’t necessarily mean a poor investment.

And unused operatories don’t automatically translate into future growth.

The goal is to develop a balanced understanding of the practice and determine whether it deserves further investigation.

A successful first visit should leave you with a clearer picture of the opportunity—and a better understanding of the questions you need to answer before making an offer.


Looking for a Dental Practice to Purchase?

American Practice Consultants has been helping dentists navigate practice transitions since 1985.

We work with prospective buyers throughout New Jersey and Eastern Pennsylvania, providing information about available practices and helping them understand the acquisition process.

If you’re considering practice ownership, we encourage you to complete our Buyer Information Form so we can learn more about your interests and notify you of opportunities that may be a good fit.

Contact American Practice Consultants to learn more about available dental practices and take the next step toward ownership.

How Long Should a Selling Dentist Stay After Closing?

How Long Should a Selling Dentist Stay After Closing?

When a dentist decides to sell a practice, much of the initial conversation naturally focuses on the practice’s value, finding a qualified buyer, and negotiating the terms of the sale.

But there’s another important question that often comes up during negotiations:

“How long will I need to stay after the sale?”

Some sellers are ready to retire immediately. Others would prefer to continue practicing part-time for several months or even years. Buyers may have their own expectations about how long the selling dentist should remain involved.

There isn’t one answer that works for every dental practice.

The appropriate transition period depends on the size and characteristics of the practice, the buyer’s experience, the seller’s retirement plans, and the needs of the patients and staff.

However, a longer transition isn’t automatically a better transition.

In some cases, a relatively short, well-organized transition can be more effective than keeping the selling dentist involved for an extended period.

Why Do Buyers Want the Seller to Stay?

A buyer purchasing an established dental practice isn’t simply acquiring equipment and a patient list.

They’re taking over a business built around relationships that may have developed over decades.

Patients may have been seeing the selling dentist for 20 or 30 years. Staff members may have worked with the same owner for much of their careers.

It’s understandable that a buyer might want the seller to remain involved to help maintain continuity.

A seller can assist by:

  • Introducing the buyer to patients and staff
  • Reinforcing confidence in the new owner
  • Providing background on established treatment philosophies and office procedures
  • Helping patients become comfortable with the transition
  • Answering questions about the practice’s operations
  • Supporting an orderly transfer of responsibilities

These activities can be valuable.

But the seller doesn’t necessarily need to continue treating patients for months to accomplish them.

A Short Transition May Be All That’s Needed

In many general dental practice acquisitions, the buyer intends to become the primary treating dentist immediately after closing.

In those situations, a short transition may be appropriate.

For example, the seller might remain available for a limited number of days or weeks to introduce the buyer, assist with patient relationships, and address operational questions.

The exact arrangement can vary.

Some sellers may provide clinical services for a brief period. Others may remain available primarily for introductions and consultation.

A shorter transition can offer several advantages:

  • The buyer establishes their role as the new owner more quickly.
  • Staff members have a clear understanding of who is responsible for decisions.
  • Patients begin developing relationships with the buyer.
  • The seller can move forward with retirement or other plans.
  • The parties avoid the complications of an extended working relationship.

The objective should be to transfer the practice successfully—not to maintain the previous ownership arrangement indefinitely.

When a Longer Transition May Make Sense

There are circumstances where a longer transition can be beneficial.

For example, a larger practice with multiple providers may have sufficient patient demand to support both the buyer and seller for an extended period.

A specialty practice may also require additional coordination because of complex treatment plans or ongoing cases.

Other circumstances that may support a longer transition include:

  • A seller who provides specialized procedures the buyer doesn’t perform
  • A practice with a substantial number of complex cases in progress
  • A buyer who intends to gradually increase clinical hours
  • A multi-location practice requiring a phased transition
  • A seller who wishes to continue working part-time and a buyer who has a genuine need for those services

In these situations, the seller may continue as an associate after closing.

However, that arrangement should be evaluated as an employment relationship rather than simply an extension of the sale.

The parties need to determine whether the practice can support both dentists and whether their expectations are compatible.

The Risk of Having Two Dentists Compete for the Same Patients

One of the most important considerations is whether there’s enough patient demand to support both the buyer and seller.

Consider a general practice where the selling dentist historically works four days per week.

The buyer purchases the practice intending to work four days per week as well.

If the seller remains for two days each week, where will those additional two days of doctor production come from?

Unless the practice has excess patient demand or the buyer plans to reduce their own schedule, the two dentists may effectively compete for the same treatment opportunities.

This can create several problems.

The buyer may struggle to establish a full schedule while also carrying the financial obligations associated with the acquisition.

Meanwhile, patients who have seen the seller for many years may continue requesting appointments with the former owner.

Instead of helping the transition, the arrangement can delay the development of the buyer’s patient relationships.

A seller’s continued presence should support the buyer’s success—not prevent the buyer from becoming established.

Patients Need to Understand Who Their Dentist Is

Patients often have strong relationships with their longtime dentist.

When a practice changes ownership, some patients may initially be hesitant about seeing someone new.

A selling dentist can play an important role in reassuring them.

A personal introduction, a positive recommendation, and a clear explanation of the transition can go a long way toward building confidence.

But if the seller continues treating patients indefinitely, some patients may never feel a reason to make the transition.

They may simply wait for appointments with the dentist they’ve always known.

That’s why the transition plan should include a clear message about the buyer’s role.

The seller should consistently reinforce confidence in the new owner and help patients understand that the buyer is now responsible for their ongoing care.

What About the Staff?

The same principle applies to employees.

Staff members who have worked for the seller for many years may naturally continue turning to that person for guidance.

That can create confusion if the seller remains in the office after closing.

For example, an employee may ask the former owner about scheduling, compensation, or an office policy rather than approaching the new owner.

If the seller responds as though they’re still in charge, the buyer’s authority can be undermined.

A successful transition requires everyone to understand that ownership has changed.

The seller can certainly provide guidance and answer questions, but management decisions should rest with the new owner.

Clear communication between the buyer, seller, and staff is essential.

Should the Seller Be Paid During the Transition?

That depends on what the seller is being asked to do.

There’s an important distinction between providing general transition assistance and continuing to practice clinically.

A seller who agrees to be available for introductions, questions, and limited transition support may have those obligations addressed as part of the purchase agreement.

If the seller continues treating patients after closing, the parties should generally establish a separate compensation arrangement.

That agreement may address:

  • Clinical work schedule
  • Compensation based on collections or another agreed method
  • Responsibility for laboratory expenses
  • Professional liability insurance
  • Treatment of outstanding cases
  • Duration of the employment arrangement
  • Termination provisions

The details should be clearly documented before closing.

Neither party should assume that the seller will provide ongoing clinical services without compensation or that the buyer will automatically have enough production to support an extended associate arrangement.

What Happens if the Seller Changes Their Mind About Retirement?

This is another reason to establish expectations early.

A dentist who has practiced for decades may find retirement more difficult than anticipated.

Some sellers discover that they miss patient care, their colleagues, or the daily routine of practicing dentistry.

That’s understandable.

However, the buyer has made a significant financial commitment based on the agreed transition terms.

A seller shouldn’t assume that an arrangement scheduled to end after several weeks can automatically be extended for another six months.

Likewise, a buyer shouldn’t assume that a seller who agreed to a limited transition will be willing to continue indefinitely.

If both parties want to extend the relationship, they can discuss a new arrangement.

But it should be a mutual decision.

Plan the Transition Before Closing

The best time to discuss the seller’s post-closing role is before the transaction is finalized.

Ideally, the buyer and seller should establish a clear understanding of:

  1. Duration: How long will the seller remain involved?
  2. Schedule: Will the seller work specific clinical days or simply be available as needed?
  3. Responsibilities: What assistance is expected?
  4. Compensation: Will the seller be paid for clinical or other services?
  5. Patient communication: How will the new owner be introduced?
  6. Decision-making: Who will manage staff and office operations?
  7. End date: When will the transition arrangement conclude?

These expectations should be reflected in the appropriate purchase or employment agreements.

A clearly defined plan helps avoid misunderstandings and gives both parties a better opportunity to achieve their goals.

The Seller’s Personal Goals Matter, Too

Not every seller has the same reason for selling.

Some dentists are retiring after a long career.

Others may be relocating, addressing health concerns, reducing their clinical responsibilities, or pursuing different professional opportunities.

The transition arrangement should reflect those circumstances.

For a dentist who is ready to retire, agreeing to remain in the practice for another year may defeat part of the purpose of selling.

On the other hand, a seller who genuinely wants to continue practicing part-time may find an extended associate arrangement attractive, provided the buyer has sufficient patient demand and the relationship makes economic sense.

The important thing is to discuss these expectations honestly before reaching an agreement.

The Bottom Line

There is no universally correct amount of time for a selling dentist to remain after closing.

A short transition may be sufficient for a straightforward general practice acquisition where the buyer is prepared to assume the seller’s clinical responsibilities immediately.

A longer arrangement may be appropriate for certain specialty practices, larger offices, or situations where both dentists have clearly defined roles.

But the length of the transition is less important than how effectively it is structured.

The goal should be to preserve patient confidence, support the staff, and help the buyer establish a successful relationship with the practice.

A well-planned transition benefits everyone involved—and allows the seller to move confidently into the next stage of their career or retirement.


Considering Selling Your Dental Practice?

Planning for life after closing is an important part of a successful dental practice transition.

Since 1985, American Practice Consultants has helped dentists throughout New Jersey and Eastern Pennsylvania navigate the sale of their practices, including evaluating buyer offers, negotiating transition arrangements, and coordinating the steps leading to closing.

We represent sellers exclusively in our practice brokerage engagements, helping practice owners structure transactions that reflect both their financial objectives and their personal plans.

Contact American Practice Consultants for a confidential conversation about selling your dental practice and planning your transition.

What Is a Letter of Intent in a Dental Practice Purchase?

What Is a Letter of Intent in a Dental Practice Purchase?

When a buyer and seller reach an initial understanding about the sale of a dental practice, one of the next steps is often preparing a Letter of Intent (LOI).

For dentists who have never purchased or sold a practice, the term may be unfamiliar.

Is it a contract? Does it obligate the buyer to purchase the practice? Can either party change their mind after signing it?

These are important questions because a Letter of Intent can establish the framework for the entire transaction.

While an LOI is generally not intended to serve as the final purchase agreement, it plays an important role in documenting the parties’ expectations before moving forward with legal agreements, financing, and due diligence.

Understanding what an LOI does—and what it doesn’t do—can help both buyers and sellers avoid misunderstandings later in the process.

What Is a Letter of Intent?

A Letter of Intent is a written document outlining the principal terms under which a buyer proposes to purchase a dental practice.

It is typically prepared after the buyer has reviewed preliminary information about the practice, visited the office, and decided to pursue the opportunity.

The LOI provides a starting point for the transaction by documenting the basic agreement between the parties.

Rather than immediately negotiating a lengthy purchase agreement, the buyer and seller first establish whether they agree on the most important business terms.

These commonly include the purchase price, financing expectations, proposed closing date, and other conditions.

Think of the LOI as a roadmap for the transaction, rather than the transaction itself.

What Terms Are Typically Included in an LOI?

Every dental practice transaction is different, but a Letter of Intent commonly addresses several important items.

Purchase Price

The LOI generally identifies the proposed purchase price for the practice.

It may also describe whether the price includes equipment, furniture, supplies, goodwill, and other business assets.

If real estate is involved, the parties should clarify whether it is being purchased separately or whether the buyer intends to lease the office.

Deposit

Some transactions require the buyer to provide a deposit when the LOI is executed.

The amount, timing, and conditions under which the deposit may be refunded should be clearly documented.

For example, a deposit may initially remain refundable during a specified period but become nonrefundable once the parties execute the definitive purchase agreement, subject to the terms of that agreement.

The parties should understand exactly when the deposit is due, who will hold it, and what happens if the transaction doesn’t close.

Financing Contingency

Most dental practice buyers obtain financing to complete the acquisition.

An LOI may specify that the purchase is contingent upon the buyer obtaining acceptable financing.

This protects the buyer from being obligated to complete a purchase without the necessary funds, subject to the terms of the agreement.

However, sellers also have a legitimate interest in knowing that the buyer is financially qualified.

A financing contingency should not become an open-ended opportunity for a buyer to delay the transaction indefinitely.

Due Diligence

The LOI may establish a period during which the buyer can review additional financial, operational, and legal information about the practice.

This can include tax returns, production reports, patient statistics, equipment information, employee arrangements, and other relevant documents.

The purpose is to allow the buyer to verify the information provided and determine whether the practice meets their expectations.

A clearly defined due diligence process can help prevent unnecessary delays and disagreements.

Proposed Closing Date

The parties will generally identify a target closing date.

This gives everyone involved a timeline to work toward, including attorneys, lenders, accountants, and other advisors.

However, the actual closing date may depend on financing approval, lease arrangements, regulatory requirements, and completion of the legal documents.

Seller Transition

Many buyers want the selling dentist to remain involved for some period after closing.

The LOI may outline the expected transition arrangement, including its approximate duration and whether the seller will provide clinical services.

The details are generally addressed more fully in the definitive agreements.

Restrictive Covenants

A buyer will often expect the seller to agree to reasonable restrictions on competing with the practice or soliciting patients and employees after the sale.

The LOI may identify the general expectations for these provisions.

Their enforceability depends on applicable law and the specific circumstances, so the attorneys should carefully review the proposed terms.

Is a Letter of Intent Legally Binding?

This is one of the most important distinctions to understand.

A Letter of Intent may be primarily nonbinding, but that doesn’t necessarily mean every provision is nonbinding.

In many transactions, the LOI states that the proposed purchase remains subject to the execution of a definitive purchase agreement.

However, certain provisions may be intended to create enforceable obligations.

Examples include:

  • Confidentiality requirements
  • Exclusivity or no-shop provisions
  • Responsibility for certain expenses
  • Deposit or escrow arrangements
  • Other specifically identified obligations

The wording matters.

A document titled “Letter of Intent” isn’t automatically nonbinding simply because of its title.

Both buyers and sellers should have their attorneys review the LOI before signing it.

Why Is an LOI Important for Sellers?

For a seller, the LOI provides an opportunity to evaluate whether the buyer’s proposed terms align with the seller’s expectations.

The purchase price is important, but sellers should also consider:

  • Whether the buyer is financially qualified
  • How the purchase will be financed
  • The proposed closing timeline
  • Any conditions that could delay or prevent closing
  • The expected transition period
  • Whether the buyer is requesting exclusivity

An LOI can also help identify potential disagreements before the parties invest substantial time and money in preparing definitive agreements.

For example, if the seller expects to retire immediately but the buyer wants the seller to remain for six months, that issue should be discussed early.

The same is true if the buyer expects to purchase the office real estate but the seller intends to retain it.

Resolving major differences at the LOI stage can make the remainder of the transaction more efficient.

Why Is an LOI Important for Buyers?

For buyers, the LOI demonstrates serious interest in the practice while establishing the principal terms under which they are willing to proceed.

It can also help organize the next stages of the acquisition.

Once the LOI is accepted, the buyer may begin or continue:

  • Working with an acquisition lender
  • Conducting detailed due diligence
  • Coordinating with an attorney and accountant
  • Reviewing the office lease
  • Planning the ownership transition

However, buyers should avoid treating the LOI as a casual expression of interest.

Even if the proposed purchase is nonbinding, the document may contain important commitments.

A buyer should understand those obligations before signing.

What Happens After the LOI Is Signed?

Once the buyer and seller execute the LOI, the transaction generally moves into a more detailed phase.

The attorneys begin preparing the definitive agreements, while the buyer works through financing and due diligence.

The parties may also need to address matters such as:

  • Lease assignment or negotiation of a new lease
  • Real estate purchase arrangements
  • Employee and associate agreements
  • Accounts receivable
  • Equipment and inventory
  • Seller transition compensation
  • Patient record transfer procedures
  • Closing conditions

Some issues may require further negotiation.

The LOI establishes the starting point, but the definitive agreements contain the detailed legal terms governing the transaction.

Can the Purchase Price Change After an LOI Is Signed?

It can, depending on the circumstances and the terms of the LOI.

For example, due diligence might reveal material information that wasn’t previously available or understood.

A significant discrepancy in financial performance, an undisclosed liability, or an unexpected operational issue could justify further discussion.

However, buyers shouldn’t assume that signing an LOI gives them an opportunity to renegotiate the purchase price without a legitimate reason.

Similarly, sellers shouldn’t assume they can unilaterally increase the price after reaching an agreement.

The purpose of the LOI is to establish a good-faith understanding of the transaction’s principal terms.

Both parties benefit when those terms are taken seriously.

Should You Sign an LOI Without an Attorney?

I generally recommend that both buyers and sellers have an attorney experienced in dental practice transactions review the LOI before signing it.

Although the document is usually shorter and less complicated than a purchase agreement, it can still establish important rights and obligations.

An experienced attorney can help identify ambiguous language, clarify contingencies, and ensure that the document accurately reflects the parties’ intentions.

Addressing those issues early is generally easier than resolving a disagreement after the transaction is already underway.

The Bottom Line

A Letter of Intent is an important step in buying or selling a dental practice.

It helps the buyer and seller establish the principal business terms before moving into the more detailed stages of financing, due diligence, and contract preparation.

A well-structured LOI can reduce misunderstandings, establish realistic expectations, and provide a clearer path toward closing.

But it isn’t a substitute for the definitive purchase agreements, and it shouldn’t be signed without understanding its provisions.

The goal is to establish a clear foundation for a transaction that works for both parties.


Considering Buying or Selling a Dental Practice?

American Practice Consultants has been helping dentists navigate practice transitions since 1985.

Whether you’re preparing to sell your practice or exploring an ownership opportunity in New Jersey or Eastern Pennsylvania, understanding the steps involved in a transaction can help you make more informed decisions.

Our team works with buyers and sellers throughout the transition process, helping coordinate the business aspects of the transaction alongside experienced attorneys, lenders, and other advisors.

Contact American Practice Consultants to discuss your practice transition goals.

Why Your Dental Practice Asking Price and Final Sale Price May Be Different

Why Your Dental Practice Asking Price and Final Sale Price May Be Different

When a dentist decides to sell a practice, one of the first questions is usually:

“How much is my practice worth?”

Once a value has been established and the practice is listed for sale, another question often follows:

“Will I actually receive my asking price?”

The answer depends on several factors.

An asking price provides a starting point for discussions with prospective buyers. It reflects an assessment of the practice’s financial performance, operational characteristics, market conditions, and other considerations.

But an asking price isn’t a guarantee of what the practice will ultimately sell for.

Some dental practices sell at their asking price. Others sell for less, and occasionally a practice may attract offers above the asking price.

Understanding why these differences occur can help sellers establish realistic expectations and evaluate offers more effectively.

How Is a Dental Practice Asking Price Established?

A dental practice’s asking price should be based on more than a percentage of annual collections.

While collections are an important measure of practice activity, they don’t tell the entire story.

Two practices collecting $1 million annually may have very different values.

For example, one practice might have strong profitability, an established hygiene program, modern equipment, and a stable patient base.

Another practice with identical collections might have significantly higher overhead, declining patient activity, or substantial equipment replacement needs.

A thorough valuation considers factors such as:

  • Historical collections and production
  • Practice profitability and normalized earnings
  • Overhead and operating expenses
  • Patient demographics and activity
  • Hygiene production
  • Staffing and provider arrangements
  • Equipment, technology, and office condition
  • Location and market characteristics
  • Recent financial and operational trends

The objective is to establish an asking price that reflects the practice’s economic characteristics while remaining realistic in the marketplace.

1. Buyer Demand Can Influence the Final Price

Just as in other types of business transactions, the level of buyer interest can influence the outcome.

A practice located in a desirable area with strong profitability and favorable operating characteristics may attract multiple qualified buyers.

When several buyers are interested, a seller may have greater negotiating leverage.

On the other hand, a practice with limited buyer interest may require more flexibility.

This doesn’t necessarily mean the practice was priced incorrectly.

Certain characteristics can narrow the pool of potential purchasers, including:

  • Geographic location
  • Specialty or procedure mix
  • Practice size
  • Required clinical schedule
  • Facility limitations
  • Significant operational changes needed after acquisition

A practice may be attractive to the right buyer but not appeal to everyone.

The final sale price is influenced not only by what the practice is worth financially, but also by how many qualified buyers are interested in owning it.

2. Buyers Evaluate the Practice Differently

A seller and buyer may view the same practice from different perspectives.

The seller may place significant value on the reputation, patient relationships, and goodwill developed over many years.

The buyer, while recognizing those strengths, must also consider whether the practice can support the financial obligations associated with the purchase.

For example, a buyer may evaluate:

  • Expected personal compensation
  • Acquisition loan payments
  • Existing overhead
  • Potential staffing changes
  • Necessary equipment investments
  • Future growth opportunities

A practice may have substantial goodwill, but the buyer still needs to determine whether the financial performance supports the proposed purchase price.

Different buyers may also have different clinical skills, financial resources, and operating plans.

A buyer who can comfortably perform procedures the seller currently refers out may see additional opportunity.

Another buyer may need to hire an associate or make significant equipment investments.

These differences can influence how much each buyer is willing to pay.

3. Due Diligence May Reveal New Information

Once a buyer and seller agree on the basic terms, the buyer generally conducts due diligence.

This process involves reviewing financial, operational, and other information to verify the assumptions underlying the proposed purchase.

Sometimes the information confirms what the buyer already understood.

Other times, due diligence identifies an issue that affects the transaction.

Examples might include:

  • Collections declining more than expected
  • Unusual or recurring expenses
  • Lower active patient numbers than anticipated
  • Equipment requiring significant replacement
  • Staffing or provider arrangements that may not continue
  • Discrepancies between reported production and financial statements

When material information comes to light, the parties may need to discuss whether the original price remains appropriate.

However, due diligence shouldn’t automatically become an opportunity for a buyer to renegotiate an otherwise reasonable agreement.

A price adjustment should have a legitimate basis, particularly when the underlying information was already available before the offer was made.

4. Financing Can Affect the Transaction

Most dental practice buyers rely on acquisition financing.

A lender evaluates both the buyer’s qualifications and the financial characteristics of the practice.

Even if a buyer is willing to pay the asking price, the lender must be comfortable with the proposed transaction.

A lender may review the practice’s historical cash flow, the buyer’s projected compensation, debt service requirements, and other financial considerations.

If the lender determines that the practice doesn’t support the proposed financing, the buyer may need to contribute additional funds, seek alternative financing, or revisit the transaction terms.

This is one reason why working with lenders experienced in dental practice acquisitions can be valuable.

A buyer’s willingness to pay a certain price and a lender’s willingness to finance that price are two separate considerations.

5. The Terms of the Sale Matter, Too

Purchase price is important, but it isn’t the only factor that determines whether an offer is attractive.

Consider two offers:

Offer A: $800,000 purchase price, with conventional financing, a qualified buyer, and a relatively straightforward closing process.

Offer B: $825,000 purchase price, but with substantial seller financing, additional contingencies, and a longer closing timeline.

Although Offer B has a higher stated purchase price, it may involve greater risk or delay for the seller.

Other terms that can influence the overall transaction include:

  • Seller financing
  • Allocation of the purchase price
  • Treatment of accounts receivable
  • Transition compensation
  • Real estate or lease arrangements
  • Closing contingencies
  • Deposit provisions
  • Timing of payment

Sellers should evaluate the complete offer rather than focusing exclusively on the headline number.

In some situations, a slightly lower purchase price with stronger terms may be preferable.

6. Changes in Practice Performance Can Affect Value

A dental practice is an operating business, and its financial performance can change during the marketing process.

If a practice was valued using historical collections of $900,000 but subsequently experiences a substantial decline, prospective buyers may question whether the original asking price remains appropriate.

The reason for the decline matters.

A temporary staffing issue or an intentional reduction in the seller’s clinical schedule may be viewed differently from a sustained loss of patients.

Conversely, a practice that demonstrates meaningful and sustainable improvement may become more attractive to buyers.

This is why maintaining accurate financial records and providing updated information during the sale process is important.

Should Sellers Always Accept an Offer Below Asking Price?

Not necessarily.

An offer below asking price isn’t automatically unreasonable, but it also doesn’t mean the seller should accept it.

The decision should depend on several considerations:

  • How does the offer compare with the practice’s established value?
  • Is the buyer financially qualified?
  • Are the proposed terms reasonable?
  • How much buyer interest has the practice generated?
  • Are there legitimate issues affecting the practice’s marketability?
  • What are the seller’s personal and professional transition goals?

A seller who is ready to retire may evaluate an offer differently from someone who is comfortable continuing to practice for several more years.

The important thing is to make an informed decision rather than reacting solely to the difference between the asking price and the offer.

Why Setting a Realistic Asking Price Matters

Some sellers believe it’s best to start with an unusually high asking price because buyers will negotiate downward anyway.

That strategy can backfire.

An asking price that is difficult to justify may discourage otherwise qualified buyers from pursuing the opportunity.

It may also create problems when the buyer seeks financing.

On the other hand, pricing a practice too low can leave the seller at a disadvantage.

The objective should be to establish a price supported by the practice’s financial and operational characteristics, while allowing the marketplace to determine the ultimate outcome.

A realistic asking price helps attract serious buyers and creates a stronger foundation for negotiations.

The Bottom Line

The asking price and final sale price of a dental practice are related, but they aren’t necessarily identical.

The asking price reflects an assessment of value at the time the practice is marketed.

The final sale price reflects the agreement reached between a buyer and seller after considering the practice’s financial performance, buyer demand, financing, due diligence, and transaction terms.

For sellers, the goal shouldn’t simply be to achieve the highest possible number.

It should be to complete a transaction that provides fair value, reasonable terms, and a successful transition.

Understanding the difference between asking price and sale price is an important part of reaching that goal.


Thinking About Selling Your Dental Practice?

Establishing a realistic asking price is one of the most important steps in preparing a dental practice for sale.

Since 1985, American Practice Consultants has helped dentists throughout New Jersey and Eastern Pennsylvania evaluate their practices and navigate the sale process.

We work exclusively on behalf of the seller when representing a dental practice for sale, helping practice owners understand their options, evaluate offers, and negotiate transaction terms.

Contact American Practice Consultants for a confidential conversation about your practice’s value and your transition goals.