Dental practice sales & the cost of going it alone

Image: Erika Fletcher for Unsplash

The dental market in 2026 is active, well-funded, and competitive. With this typically comes a marked increase in direct approaches to practice owners, often from corporates, consolidators, or Associates already known to the seller. The temptation to engage with these offers alone, on the basis that cutting out professional fees leaves more in the pocket, is understandable. However, in almost every instance, this isn’t the case.

Buyers in today’s market are advised, well-prepared, and commercially sophisticated. Therefore, a seller without equivalent representation is, by definition, the least informed party at the table, and that asymmetry is where value leaks.

THE DIRECT APPROACH

A direct approach typically lands with a headline price that looks attractive in isolation, but there is no benchmark, no competitive tension, and no real visibility on the buyer’s funding. The mechanics of structuring realistic deal timetables also sit outside most sellers’ day-to-day experience.

It’s often the case that what is completed is rarely what was discussed at heads of terms stage. Headline numbers can unravel through due diligence into mediocre deals burdened with onerous conditions. The devil is in the detail, and without robust, independent advice, value leakage is almost inevitable.

THE RANGE OF DEAL STRUCTURES

Modern offers rarely arrive as straight cash on completion. ‘100% payable on day one’ remains the cleanest deal outcome and is still common with NHS practices and smaller owner-operated private clinics. However, the larger or more profile-dependent private practices tend to have more sophisticated structures, each of which carries very different commercial implications:

• Deferred consideration spreads payment over an agreed period post-completion, typically in cash but sometimes in loan notes or shares.
• Equity rollovers tie a portion of value into the buyer’s platform, linking the seller’s outcome to the group’s future performance and exit.
• Turnover targets, sometimes indexed to CPI, tie payment to revenue thresholds being achieved or otherwise; clawback kicks in.
• EBITDA-linked earn-outs tie value to sustained profitability, and upside bonuses reward outperformance against agreed benchmarks.

Each can be entirely reasonable, or entirely unsuitable, depending on the business, the seller’s plans, and the buyer’s track record of paying out. The judgment is not whether an offer looks attractive on paper, but whether the seller is genuinely positioned to realise the full consideration over time. Worryingly, some of these options won't even get brought to the table if the seller doesn’t have an adviser pushing for the best outcome.

For Principals remaining on post-sale, the terms of that ongoing role are as commercially important as the headline price. Rates of pay, working days, lab contributions, hygiene referrals, and bonus structures all need to be agreed at the outset, not retrofitted afterwards. The higher the Principal’s personal clinical contribution, the longer and more onerous the tie-in tends to be, but there is a line, and owners need to be aware of what is market norm and what is commercially unrealistic. Competition clauses, geographic radius, and tie-in length all materially affect future options. The details must be negotiated before signing, not after.

EARLY PREPARATION

This is where experienced representation earns its fee. A specialist broker delivers an accurate appraisal, runs a competitive process, and knows which buyers stretch on price but contract on terms, which earn-outs pay out and which rarely do, and where to push back. They model the realistic net outcome, not the headline figure, and negotiate the points that materially move value.

The market is active again, and that is precisely why preparation matters. Sellers who wait until they are ready to sell sit behind those who engaged advice early on. Working with a broker in advance allows time to address what buyers scrutinise: sustainable EBITDA, clean management accounts, staff retention, lease position, and the wider operational picture. Preparing the business so that it commands its full value when it does go to market is essential, and doing so without specialist support is not a saving; it is a discount offered to the buyer.

If you’d like to discuss this topic in more detail, get in touch with Paul Graham: paul.graham@christie.com or 07739 876 621