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Buy-In

If you are considering working as an associate in an established dental practice, there are important questions to consider that are thoroughly outlined under the Associate Contract section of this website.

In addition to those items, you will also want to consider working conditions and environment. Does this practice seem to fit your treatment philosophy? Can you see yourself working with the senior dentist long term? If your intent is for this position to eventually lead to full ownership, look deeper to ensure there is an opportunity for continuing development — both clinically and managerially. Do not just rely on the owner's judgement. Evaluate the practice yourself and use a third-party resource like DDS Due Diligence to provide an independent assessment.

Once a mutually agreed upon Associate Contract has been executed and it comes time to exercise your buy-in option, DDS Due Diligence can provide you with all the resources and expertise you need to negotiate and close a successful transaction. Some of the steps involved in the buy-in process include:

  • Executing a confidentiality/non-disclosure agreement. This will allow the owner to forward financial and other confidential data to the associate so that he/she can review in detail the practice’s financial and operational matters.
  • Once the associate determines that they want to move forward with the buy-in (and to the extent that details are not already included in the Associate Contract), then the parties will sign a non-binding letter of intent (“LOI”). The LOI needs to be as detailed as possible and contain as many of the actual terms as possible that the parties believe will be included in the definitive buy-in agreement. The LOI may set out the date that definitive agreement will be executed and the date that closing will occur. When executing the LOI, the parties will have decided whether the acquisition is an asset acquisition or a stock acquisition.
  • Between the time of execution of the LOI and the time of execution of the definitive agreement, the associate will conduct financial, legal and operational due diligence. Additionally, you will want to obtain some type of valuation of the practice so that you can ensure your buy-in or purchase of the practice is reasonable and in-line for the business.
  • The Parties will then execute the definitive agreement. The Purchase Price for the buy-in will be detailed in the definitive agreement and can take many forms, e.g., all cash; cash + seller financing; cash + third-party financing; etc.
  • At closing, the Parties will execute the appropriate instruments necessary to transfer assets or assign stock, assign leases or sublet premises, assign contracts and other documents necessary to transfer the business and/or assume liabilities/debts.

Let’s discuss your contract today

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Email us at: ddsduediligence@gmail.com or Call Us at: 806-680-2907

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