Introduction

Once offers start coming in, the real decision-making begins. Evaluating a deal isn’t just about the headline price—it’s about how that price is structured, what strings are attached, and how it affects your financial future. From the type of sale (asset vs. stock) to how the purchase price is allocated, and whether financing or lease terms could hold things up, every detail matters. In this section, we break down the critical components of a deal so you can compare offers apples-to-apples and choose the one that best fits your goals.

Asset Sale vs. Stock Sale

There are typically two categories of sales that take place when transitioning a dental office. An asset sale, where a buyer only purchases the valuable things in your office and no liabilities (equipment, charts, processes, etc.) or, stock sales, where the buyer purchases your existing company as a whole. Currently, the trend is almost always to complete transitions using the asset sale method. We’ve written a detailed article regarding the differences between Asset and Stock sales that’s worth a read if you’d like to learn more

Contingencies and Non-competes

Many DSO and partnership deals rest on the assumption that the selling doctor will continue to grow the office, or at least perform at the same level. Some offers will come with contingencies in the form of contractual clauses. The 3 basic categories are defined below.

• Non-Competes - The purchaser will require the selling doctor to not directly or indirectly compete with their business for a period of time and a radius of distance. Typical ranges are 10 miles and 3-5 years
• Hold-Backs - A portion of the purchase price will be held back from payment until certain performance obligations are met. Usually this is coming from consistent collections, or a certain production/collection performance goa
• Claw-Backs - A portion of the purchase price may be subject to return to the purchaser if certain performance obligations are not met. Similar to hold-backs, this type of penalty is tied to production, collections, or tenure

Financing the Sale

Bank Loans and SBA Options When financing the purchase of a dental practice, buyers commonly use conventional bank loans or Small Business Administration (SBA) 7(a) loans. Banks typically offer 100% financing for dental acquisitions due to the industry's low default rate, often covering goodwill, equipment, and working capital. SBA 7(a) loans are also popular because they offer longer terms (up to 10 years) and lower down payments—usually around 10%. These loans are government-backed, reducing lender risk and increasing approval odds for first-time buyers. The financing process generally takes 45 to 90 days, depending on the lender and the buyer’s financial profile. Conventional loans may close faster, while SBA loans require more documentation and a formal underwriting process. Both types of loans evaluate credit score, cash flow of the practice, and the buyer’s experience. It's essential to work with a lender familiar with healthcare transitions; notable options include Live Oak Bank, Lendeavor, and Provide.

Seller Financing Considerations

Seller financing can be a powerful tool for facilitating the sale of your dental practice, especially if you're looking to attract a wider pool of buyers or close a deal faster. By offering to finance a portion of the purchase price—typically 10% to 30%—you demonstrate confidence in the practice’s ongoing success and may even secure a higher sales price. Seller notes are often structured over 3 to 5 years with interest rates ranging from 6% to 8%, and can serve as a valuable negotiating lever if a buyer faces challenges securing full bank financing. While it does carry some risk, proper structuring and legal safeguards can help protect your interests and create a smooth transition.

Lease and Real Estate Transfers

Transferring the lease is a critical component of a dental practice sale, as it directly impacts the buyer’s ability to continue operating in the same location. As the selling doctor, you’ll need to coordinate with your landlord to either assign the existing lease to the buyer or negotiate a new lease altogether. Landlords may require financial vetting of the buyer and can sometimes use this opportunity to increase rent or modify terms, so it’s important to begin lease discussions early in the sale process. A smooth lease transfer not only supports the buyer’s financing approval but also helps ensure continuity of patient care and staff retention.

Conclusion

The best deal isn’t always the highest number on paper—it’s the one that aligns with your personal goals, protects your downside, and sets up a smooth transition for everyone involved. Whether you're navigating contingencies, negotiating a lease transfer, or weighing seller financing options, knowing the levers at play gives you the upper hand. Take the time to understand each component of the offer structure, and surround yourself with the right advisors to ensure you walk away with clarity, confidence, and a well-earned payoff.

Next Steps: Legal and Due Diligence