Already have an offer?
DSO offer review for dentists with an LOI or term sheet
Before you react to the headline number, pressure-test the cash-at-close, rollover equity, earnout, doctor-comp reset, non-compete, real-estate terms, and diligence traps that determine what you actually keep.
Fastest path
If you have a live offer, use the DSOCompare review lane.
Dental Exit Strategy is for pre-market exit planning. A live DSO offer needs offer-specific red-flag review, term comparison, and buyer-context work. That lives on the companion site.
The offer terms that usually matter more than the headline price
Cash at close
A 7.0x headline with 60 percent cash at close can be worse than a 6.0x offer with cleaner cash, fewer contingencies, and stronger seller protections.
Rollover and earnout
Rollover equity and earnout math depend on future EBITDA, recap timing, control rights, and whether the platform can actually execute the growth story.
Doctor economics
Post-close clinical compensation, schedule requirements, hygiene allocation, and production expectations can quietly reprice the deal after signing.
What to gather before any review
- The LOI or term sheet, including purchase price allocation if included.
- Cash-at-close, seller note, holdback, earnout, and rollover equity percentages.
- Post-close employment agreement, clinical schedule, and compensation formula.
- Non-compete, non-solicit, and restrictive covenant language.
- Real-estate lease terms if you own or control the building.
- Trailing 12-month P&L and the buyer's EBITDA adjustment schedule.
Not ready to upload an LOI?
Start with exit-readiness triage instead.
If you are still before LOI, run the calculator and readiness score first. Those pages collect the practice basics needed to route you toward valuation snapshot, exit strategy review, sale-prep plan, or DSO offer review.