Summar: Our M&A team successfully represented the seller of a dental practice and its underlying real estate in a sale to a strategic competitor. We guided the client through multiple potential buyers and negotiated a comprehensive transaction that included seller financing, a clean withdrawal from a Dental Service Organization (DSO) without liability, and post-closing employment arrangements for the selling dentist.
The Challenge: Our client needed to execute the sale of both a dental practice and its underlying real estate to a strategic buyer while navigating multiple competing offers and complex transition requirements. The transaction presented significant challenges beyond a typical business sale, including the need for seller financing arrangements, navigating a clean exit from an existing Dental Service Organization relationship without incurring liability or regulatory risk, and ensuring seamless integration of the buyer's systems and third-party vendor relationships. The selling dentist also sought a favorable long-term employment arrangement with the buyer, requiring careful negotiation to protect the client's interests in the post-closing environment.
Our Strategy: We provided comprehensive counsel throughout the entire transaction process, guiding our client through evaluations of multiple potential buyers to identify the optimal purchaser. Our approach involved drafting and negotiating separate but coordinated purchase agreements for both the real estate and the practice, along with all ancillary transaction documents. We focused intensive attention on structuring seller financing terms and security documents that balanced our client's need for payment assurance with the buyer's acquisition objectives. We conducted careful review and provided strategic counseling to navigate a clean withdrawal from the DSO relationship, ensuring our client faced no ongoing liability or regulatory risk while facilitating smooth transitions for the buyer's system integration and third-party vendor assignments. Our representation extended beyond closing as we negotiated favorable long-term employment terms for the selling dentist.
The Result: We successfully closed this multifaceted transaction with a strategic competitor buyer with multiple market locations. Our comprehensive approach secured favorable terms across all transaction components, including well-structured seller financing with appropriate security protections. We achieved a clean DSO exit that eliminated ongoing liability and regulatory concerns for our client while ensuring seamless operational transitions. The carefully negotiated employment arrangement provided the selling dentist with long-term career security and favorable compensation terms. The transaction demonstrates our ability to handle complex dental practice sales requiring coordination of real estate conveyances, seller financing, regulatory compliance, DSO relationships, and post-closing employment matters while managing multiple potential buyers to achieve optimal outcomes.
