Get Ready: Don’t skimp on this part! Some of the things you need to do BEFORE searching for buyers are to determine your motivation, objectively access your practice in light of your goals, implement updates appropriately, create a plan (and a backup plan), have a valuation done, put your transition team together, and determine how you will handle notifying staff of your intentions.
Get a non-disclosure agreement ready to be signed by you and potential buyers before having in-depth conversations.
Before a potential purchaser or associate can review valuation, financials or patient information, they must sign a confidentiality agreement. This document simply precludes either of you from discussing any of the details about the potential purchase with anyone who is not directly involved in helping to make the final decision.
Find the right buyer who shares the practice’s treatment philosophy.
Since the value in the practice is in the patient care that is delivered, it is important to find a buyer who shares the practice's mission, vision and values. Finding the right buyer will ensure continuity of patient care and ensure your legacy for years to come.
Work with the buyer to negotiate an offer or Letter of Intent (LOI)
Although not legally binding (except for specific clauses which will be called out in the document) the LOI is the most important document generated during your sale. It will become the roadmap for the entire process and works best when the doctors work together to negotiate all the details.
This document delineates all the parameters of a sale and clearly articulates every aspect of the agreement you have negotiated, including:
- Purchase price
- Tax ramifications
- Goodwill
- Included and Excluded assets
- Accounts receivable
- Earnest money
- Due diligence
- Closing data
- Representations and warranties (typically a separate legal document)
- Restrictive covenant
- Employment terms of the seller
- Contingent upon financing clause
- Lease agreement or real estate terms
- Death or disability clause
- Retreatment
- Work in progress guidelines
- Mutual indemnification
Due Diligence typically lasts about 45 days but if the incoming dentist has thoroughly evaluated the practice, from both the financial and the clinical sides, this period can be shortened substantially.
The Asset Purchase Agreement (Closing document)
Consider the APA or asset purchase agreement to be the final step in the transfer of ownership. This will be signed at, or very close to, the date the new dentist will be introduced as the new owner of the practice. These documents, unlike the letter of intent, are 100% legally binding. You should always have your attorney thoroughly review these for accuracy and to ensure they follow state laws.
While you may have clauses specific to your situation in addition to this list, at a minimum (as applicable), confirm that your Purchase and Sale Agreement contains the following:
- Sale of assets and assumption of contracts – usually refers to a list attached for all assets that will transfer to the buyer, which should specifically state the assets are free and clear of encumbrances. To the extent an asset may be unencumbered, the obligations the buyer will assume must be specifically stated in the asset list.
- Sellers Debts and Obligations clause will specify any other obligations (including lease agreements) which buyer will assume.
- Closing date – usually “on or before (DATE).” The time and place to be mutually agreeable.
- Sellers Obligations at closing (documents seller must sign, transfer of books, files, stock transfer, etc.
- Sellers continuing obligations – to execute and deliver documents as may be required with the intention to effectuate the obligations of the contract.
- Organization of Seller – general language confirming seller’s authority to sell the business, including reference to outstanding capitalization (or lack thereof) or stock transfer issues. And acknowledgement to approval by partners or directors as applicable.
- Seller’s acknowledgement of financial statements previously rendered and continued accuracy
- Seller’s warranty as to existing lawsuits, pending claims or proceedings, acknowledgement of prior insurance coverage and obligation to maintain tail insurance; seller’s compliance with laws
- Seller’s warranty of title to all assets being transferred and the same are not subject to any encumbrances
- Seller’s warranty as to no knowledge of violation or claim of violation of any patents, copywrites or intellectual property claims, and that seller is under no obligation to pay any royalties or fees related to use of intellectual property related to Seller’s operation of business.
- Warranty as to the presence or absence of an obligation to pay a broker. And provision for seller’s payment of broker absent any obligation by buyer.
Roadmap to Selling a Practice
Plan for Retirement
Many dentists are so focused on getting to retirement that they overlook making plans for what they will do in retirement. Do you want to travel? Devote time to causes you care about? Attend all your grandchildren’s soccer games? Move somewhere warm? Talk things through with your family to make plans for a satisfying retirement.
Retirement offers you the chance to follow personal interests — but it also allows you to contribute to the dental community in new ways through teaching, volunteering or mentoring. You could keep working in your practice a few days a month or you might consider serving new populations.
Imagine how you can apply your talents. Even if you are really looking forward to some well-earned downtime, complete the worksheet to see what may pique your interest. Consider how you might balance your passion for dentistry with other pursuits.
What Comes Next: Your Personal and Professional Growth
Share your skills to solve access to care issues
Many retiring dentists devote some time to solving access to care issues. If that sounds interesting, begin by deciding where you would like to take on the battle: in a private office, another clinic, the legislature, through professional leadership or even in another country. Review your options.
Improving access to care often starts close to home — even in a private office. Through programs like Dental Lifeline Network, Wounded Warriors, Give Kids a Smile and others, you can provide care to underserved populations right in the office with familiar equipment and supplies. You can control when you see patients and you do not need to travel anywhere. However, be aware that participating in these programs will take up chair time, often have a high no-show rate, and can come with hefty expenses. If you decide that this is something you would like to pursue, you may want to discuss it with the new owner of your practice as part of the sale.
Many Federally Qualified Health Centers (FQHCs) and Community Health Centers (CHCs) seek volunteers who can provide care within their clinics. The beauty of this model is that after you have been approved, you can typically let the clinic know what days you are available and what procedures you prefer to do — they will schedule the patients and you just show up and do dentistry! The clinic staff handles any follow up care so you really do only what you want on your own terms. In most cases, because you are covered under sovereign immunity, you do not need to carry any malpractice insurance; the only cost is truly time out of your day. Search your local area for “free dental clinics” or talk to your local association to learn what might be nearby. If you have allowed your dental license to lapse, you should check with the state dental board to see if there is a health access limited license that will allow you to see patients in healthcare access settings.
The ADA Foundation organizes dental Mission of Mercy clinics throughout the United States, with unlimited opportunities for dentists to practice dentistry or work with their state association to organize these free dental care events.
Lastly, some dentists elect to go to underserved countries and provide care in either a clinic setting or in rural locations. (Picture tooth extractions done in folding chairs on the side of a mountain!). There are many opportunities through organizations such as Doctors Without Borders or Haiti Outreach Ministries that organize these types of trips. You could also check with dental schools who offer these opportunities — they often need experienced dentists to oversee students as they provide care. Think about this as an opportunity to expand your horizons.
Dental Mission of Mercy Clinics
Give Kids a Smile
Wounded Warrior Project
Dental Lifeline Network
Share your knowledge through teaching
Lifelong learning has kept your skills sharp — and maybe you want to expand your skills even further. Finally, you have the time to attend some of the conferences you wish you had time for! Go one step further and consider speaking or presenting on a topic that you are passionate about.
Next, think about passing on the knowledge you have accumulated throughout your career to dental students or even high schools or colleges. If you live near a dental school, you might consider volunteering or becoming part-time faculty. Many schools have extramural rotation sites that are always looking for volunteers to work with their students. Especially if you are interested in supplementing your retirement income, you could work as a professor in a middle, high school or local college. Passing your knowledge to the next generation can be an incredibly rewarding endeavor.
Alternatively, you could mentor a local dentist through a study club or other arrangement. Many local ADA chapters have mentorship opportunities.
You might also join a peer review committee or other group. Contact your state dental association for available opportunities. You could even join product evaluation groups, such as the ADA Clinical Evaluators (ACE) Panel, which evaluates new dental products and techniques.
ADA Clinical Evaluators (ACE) Panel
Leadership and Advocacy
Get involved with your local or state association. You can start small. Just go to a local meeting and think about running for office or becoming a delegate. Many state associations offer leadership training that will give you the skills you need — you just need the time. And if you are particularly passionate about an issue, you could join the ADA’s advocacy efforts and work with officials at the local, state or federal level.
ADA’s Advocacy Efforts
Other Interests
Now is also the time to explore new interests or expand your commitment to activities beyond dentistry.
You can start with your community. Maybe you have been involved in a local organization or group for years and have thought about stepping into a more active role or formal leadership. Whether it is a local non-profit, church, children’s or grandchildren’s sports, or other activities, there are plenty of opportunities to get more involved.
Or perhaps you have always wanted to try cooking, learn a language, improve your bowling game, write a book — anything. While many of these can be self-directed, you can also look for local entities — a community college, library or park district, for example — that offer classes or meet-ups for like-minded people. Websites like Amava can also connect you with people who share your interests. If you have a hobby, you may want to investigate how you can use that to boost your retirement income while you do things that you love!
Both personal and professional development can open new doors. As you look to sell your practice, you will free up time and energy to pursue these very rewarding avenues.