Golden Ticket Or Black Hole? High Valuations From DSOs Can Blind Practice Owners To The High Risk Of Losing Everything

Jordan Uditsky • September 21, 2023

To paraphrase the warning we all see in our cars’ side mirrors, “Numbers in an offer may be larger than they appear.” Those are the cautionary words every dental practice owner should keep top-of-mind when a dental services organization (DSO) makes what appears at first glance to be a generous offer to purchase their practice. Shiny top-line figures such as high practice valuations and purchase prices and promises of substantial returns on equity investments, all fueled by the flood of private equity into the dental industry, can blind practice owners to the significant – and potentially catastrophic – financial risks that come with handing over the keys to a DSO.

 

That was the harsh lesson learned by a group of dentists who sold their practices to one of the nation’s largest DSOs. As alleged in a recently filed lawsuit, the owners all received equity interests in the DSO in lieu of a portion of the purchase price, as is usually the case in practice acquisitions. As is also common, the DSO they sold their practices to was subsequently acquired by another DSO. The management of that DSO then made decisions that significantly decreased and diluted the value of their ownership interests in the DSO. The dilution of their equity interests decimated the dentists’ retirement and left them with little, if any, recourse.

 

Undoubtedly, these dentists sold their practices after receiving robust practice valuations and being told that the sale would make them multimillionaires. Instead, they find themselves embroiled in litigation and an existential case of seller’s remorse.

 

This case underscores the importance of looking behind the attractive numbers thrown around by DSOs to understand what you actually stand to receive when you sell your practice – as well as what you stand to lose.

 

Taking Equity In a DSO Means Taking Away Any Control Over Your Investment

 

In the race to expand, some DSOs offer to pay five to nine times practices' earnings before interest, taxes, depreciation, and amortization (EBITDA). These numbers can be extremely attractive compared to the lesser amounts offered by a private purchaser.

 

But, as noted, many DSOs require that a portion of the purchase price be paid in the form of an equity investment in the DSO. But what exactly are you investing in, and when – if ever – will you see returns on your equity investment? 

 

For example, a selling dentist with a $1M valuation may be required to “rollover” 20% of the purchase price into DSO equity. In effect, that dentist is making a $200,000 investment in the DSO. But what the valuation is of the DSO and whether that is a “good” investment is the big question. The reality is that you are making something of a leap with very little control over your investment and minimal information on the DSO you are investing in.

 

As happened in the case above, the DSO can dilute your shares, and the DSO can change hands multiple times. This means you could be stuck in a relationship with a company you have never dealt with and that may have priorities and practices that do not align with yours.

 

The Value of Hold-Backs and Earn-Outs Can Be As Illusory As Equity

 

Individual purchasers of dental practices typically pay the full purchase price at closing, cashing out the seller with no contingencies. On the other hand, many DSO purchase offers include “hold-back” or “earn-out” provisions in which the DSO retains a portion of the purchase price, typically around 20% until and unless specific targets are met. Receipt of that remainder of the purchase price is usually contingent on either the seller’s future performance or a pre-determined post-closing collection threshold.

 

In addition to significant tax considerations regarding earn-outs, selling dentists need to understand that these contingent payments may never materialize or that they may need to put considerable time and effort to reach whatever revenue or other thresholds must be met to get their money. For dentists looking to retire in the near future or who want to throttle back the hours they put in, the loss or delay of a significant portion of the sale price and the need to continue working may be a deal-breaker, even when that price is substantially higher (in theory) than what a private buyer would offer.

 

No Way Out

 

Dentists who relinquish their practices to DSOs largely put themselves at the mercy of distant corporate decision-makers with whom they have never dealt, as well as economic downturns or shifts in the dental industry landscape that could impact their financial security down the line. Additionally, DSO contracts typically include various terms and conditions that can change over time. These clauses can encompass anything from non-compete agreements to unexpected fee adjustments, further limiting the dentist's ability to make financial decisions in their best interests.

 

Making matters worse, selling dentists have little ability to protect themselves or fight back if and when things go south with the DSO. They are stuck with that relationship in perpetuity. In that sense, selling to a DSO is akin to purchasing a time-share vacation property. A flashy presentation and sunny tales of future good times eventually give way to unexpected costs and unwanted burdens, with no way to get out.

 

For all of these reasons, dental practice owners who are considering offers from DSOs should proceed with caution and in consultation with experienced counsel who can see the risks, costs, and other potential issues that lie behind high practice valuations and promises of a secure financial future that could prove to be illusory.

 

If you are a dental professional considering a sale or merger, please contact us at ddslawyers.com at (630) 833-5533 or contact us online to arrange for your complimentary initial consultation.

 

We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you.

 

Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.  

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If you are a dental professional considering a sale or merger, please contact us at ddslawyers.com at (630) 833-5533 or contact us online to arrange for your complimentary initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
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No Establishing, Promoting, or Assisting With Third Party Financing A dentist, employee of a dentist, or agent of a dentist may not “arrange for, broker, or establish financing extended by a third party for a patient.” That term encompasses and prohibits submitting an application to a third-party creditor, lender, or creditor's intermediary for approval or rejection on behalf of a patient. It also prohibits dental practices from providing patients with software, links, or QR codes that have been customized with the practice’s branding. Practices can, however, provide patients with a third party’s marketing and advertising materials so long as they are not customized to the practice. Beyond providing or displaying generalized third-party advertising materials, dentists and staff cannot do much more in terms of helping a patient apply for or obtain financing. Anyone associated with a practice cannot do any of the following: Complete any portion of an application for financing extended by a third party for a patient or patient's guardian. Provide the patient or patient's guardian with an electronic device to apply for financing extended by a third party. Promote, advertise, or provide marketing or application materials for financing extended by a third party to a patient who has been administered or is under the influence of general anesthesia, conscious sedation, moderate sedation, or nitrous oxide; is being administered treatment; or is in a treatment area, including, but not limited to, an exam room, surgical room, or other area when medical treatment is administered, unless an area separated from the treatment area does not exist. Mandatory Disclosure When discussing or providing applications for financing extended by a third party, a dentist, employee of a dentist, or agent of a dentist must provide the following written notice in at least 14-point font: DENTAL SERVICES THIRD-PARTY FINANCING DISCLOSURE This is an application for a CREDIT CARD, LINE OF CREDIT, OR LOAN to help you finance or pay for your dental treatment. This credit card, line of credit, or loan IS NOT A PAYMENT PLAN WITH THE DENTIST'S OFFICE. It is a credit card, line of credit, or loan from a third-party financing company. Your dentist does not work for this company. Your dentist may not complete or submit an application for third-party financing on your behalf. You do not have to apply for a credit card, line of credit, or loan. You may pay your dentist for treatment in another manner. Your dentist's office may offer its own payment plan. You are encouraged to explore any public or private insurance options that may cover your dental treatment. The lender or creditor may offer a "promotional period" to pay back the credit or loan without interest. After any promotional period ends, you may be charged interest on portions of the balance that have already been paid. If you miss a payment or do not pay on time, you may have to pay a penalty and a higher interest rate. If you do not pay the money that you owe the creditor or lender, then your missed payments can appear on your credit report and could hurt your credit score. You could also be sued by the creditor or lender. If your dentist's office has completed or submitted an application for third-party financing on your behalf, you may file a complaint by contacting the Illinois Department of Financial and Professional Regulation at https://idfpr.illinois.gov/admin/dpr/dprcomplaint.html or by calling (312) 814-6910." 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