5 DSO Deal Structures for Dental Practice Owners

5 DSO Deal Structures for Dental Practice Owners

The five DSO deal structures are 100% affiliation, joint venture, equity roll, sub-DSO and direct investment with private equity. Each one determines how much you receive at closing, how much equity you keep and what happens to your clinical control after the transaction closes.

Deals with DSOs have become more sophisticated over time. Dentists are no longer limited to selling 100% and stepping away. The structure you negotiate shapes your financial outcome and your role in the practice for years after closing.

Structure % Sold Cash at Closing Equity Retained Best For
100% Affiliation 100% Full market value at closing None Dentists ready to exit ownership entirely. Clearest outcome of the five.
Joint Venture 60–90% Partial payment at closing 10–40% equity retained Dentists 20–30 years from retirement building long-term compounding wealth.
Equity Roll 100% Partial cash + DSO equity shares Enterprise-level equity in DSO Dentists betting on DSO portfolio appreciation over a single-practice cash exit.
Sub-DSO 100% Large upfront + ongoing profit share + exit payout Portfolio equity in sub-DSO Dentists who see acquisition and growth as the next chapter after selling.
Direct PE Investment Majority or minority Varies — full or structured payout Minority stake option available High-revenue practices with established footprint attractive to institutional capital.

100% Affiliation

The original DSO model. You sell 100% of the practice, receive full market value at closing and either transition into a clinical-only role or retire.

This structure works for dentists who are ready to exit ownership entirely. It offers the clearest outcome of the five: a defined payment, no ongoing ownership obligations and no equity exposure after closing day. The tradeoff is direct. Once the transaction is complete, all future growth of the practice belongs to the DSO.

Joint Venture

Most dentists assume a DSO deal only makes sense close to retirement. The joint venture works 20 to 30 years out and gives you significant upfront cash while keeping a stake in the practice’s future.

You sell 60% to 90% of the practice and retain 10% to 40% equity. Both you and the DSO invest capital and share in the practice’s growth proportionally. Clinical control stays with you day-to-day.

The equity split is not a fixed number. It depends on your goals, your timeline and how much risk you are willing to carry. A larger retained stake gives you more exposure to future growth but also more financial risk. PTS negotiates this based on what you need from the transaction, not a template the DSO prefers to offer.

The earlier you enter, the more time your equity has to compound. For a dentist in their 30s or 40s, the retained stake can ultimately be worth more than the upfront payment.

Equity Roll

You sell 100% of the practice but you do not take all cash. A portion of the proceeds converts into ownership shares in the DSO as a whole. You go from owning one practice to holding a stake in an entire portfolio.

Your individual practice is worth one number. A DSO managing dozens of practices commands a much larger multiple. Your equity participates in that when the DSO is recapitalized or sold.

The bet is enterprise-level appreciation over a single-practice cash exit. It requires conviction in the DSO’s platform and confidence in their timeline.

Not sure which structure gives you the best outcome? PTS works through the numbers with you before you enter negotiations.


Talk to a PTS Advisor

Sub-DSO

The sub-DSO turns your exit into a starting point. You leave the transaction debt-free with a large upfront payment and retain 40% ownership in a sub-DSO portfolio. The equity is held at the portfolio level, not at the individual practice or the parent DSO, which gives you room to grow by adding practices over time.

Returns come from three sources:

  • Equity appreciation as the sub-DSO portfolio expands.
  • Ongoing profit sharing from practices within the portfolio.
  • A final exit payout when the parent DSO recapitalizes.

This is the most complex structure of the five. It suits dentists who see acquisition and growth as part of what comes next, not just an exit.

Direct Investment With Private Equity

If your practice has the revenue and footprint to attract institutional capital, you can go directly to a PE firm without involving a DSO. Institutional buyers compete against each other for the right assets and this structure typically produces the highest valuations of the five options.

Full Buyout

Controlling interest transfers to the investor at closing. You exit ownership and may continue in a clinical role or leave the practice entirely. This path offers the largest single payout.

Minority Growth Investment

The PE firm provides capital and you retain majority control. You keep running the practice while the investor funds expansion. This works for dentists who want institutional backing without giving up operational authority.

The negotiation here is more complex than any other structure on this list. A broker who has closed PE transactions, not just DSO affiliations, directly affects what you walk away with.

Not Sure Which Structure Fits Your Practice?

Every structure looks different depending on your practice’s size, financials and goals. PTS has helped hundreds of dental practice owners evaluate these options and negotiate the right deal.


Talk to a PTS Advisor

How to Sell My Dental Practice

How to Sell My Dental Practice

Start with a valuation, choose the right broker and define what you want from the sale before you go to market. Finding a buyer, negotiating terms and closing all follow from those three decisions.

Step What to Do
Step 1 — Set Your GoalsDefine your timeline, financial needs and whether you want a clean break or a phased exit. Define your timeline, financial needs and whether you want a clean break or a phased exit.
Step 2 — Build Your TeamHire a dental practice broker, a dental-specific attorney and an accountant who specializes in transitions. Hire a dental practice broker, a dental-specific attorney and an accountant who specializes in transitions.
Step 3 — Get a ValuationKnow what your practice is worth today and where you can improve before going to market. Know what your practice is worth today and where you can improve before going to market.
Step 4 — Choose Your Buyer TypeIndividual dentist, DSO or private equity — each affects price, autonomy and deal timeline differently. Individual dentist, DSO or private equity — each affects price, autonomy and deal timeline differently.
Step 5 — Market the PracticeYour broker lists discreetly, qualifies buyers and brings you vetted offers without disrupting operations. Your broker lists discreetly, qualifies buyers and brings you vetted offers without disrupting operations.
Step 6 — Review and NegotiateEvaluate price, deal structure, payment terms and what happens to your staff and patients after closing. Evaluate price, deal structure, payment terms and what happens to your staff and patients after closing.
Step 7 — Complete All TransfersLegal documents, professional licenses and patient records must transfer in the correct order before closing day. Legal documents, professional licenses and patient records must transfer in the correct order before closing day.
Step 8 — Manage the HandoffNotify staff and patients after signing. Support the incoming owner during the transition period. Notify staff and patients after signing. Support the incoming owner during the transition period.

Start With Your Goals and the Right Team

Decide when you want to sell, what you need from the sale financially and whether you want a clean break or a transition period where you continue as an associate. Then build the team that handles the rest.

  • Work with a dental practice broker, a dental-specific attorney and an accountant who specializes in dental transitions. Each handles a distinct piece: your broker manages valuation, marketing and negotiations; your attorney handles the agreement and legal compliance; your accountant structures the deal to minimize your tax exposure.
  • Starting without this team in place is where most sellers lose time and money.

Get a Valuation and Strengthen Your Position Before Listing

A valuation tells you what your practice is worth today and where you have room to improve before going to market. The factors that determine your number: type of dentistry, revenue, profit margins, location and patient base strength.

  • Upgrade equipment where it improves production efficiency or makes the practice more attractive to buyers. Buyers pay for profitable operations, not new gear for its own sake.
  • Document your systems. A practice that runs without depending entirely on the current owner carries less transition risk and buyers price that in.
  • Strengthen your online presence. Consistent positive reviews and a professional website signal an active, well-regarded practice.
  • Protect your patient base. Stable recall rates and consistent retention show a buyer that revenue continues after the transition.

PTS provides a free practice valuation with no obligation to sell.


Get Your Free Practice Valuation

Decide Who You Want to Sell To

Your three options are individual dentists, dental service organizations and private equity groups. Each affects your price, timeline and post-sale role differently.

Buyer Type Who They Are Clinical Autonomy Typical Timeline
Individual DentistFull autonomy retained  ·  6–12 months Associates or local practitioners seeking to establish or grow a practice. Conventional financing. Full autonomy retained 6–12 months
Dental Service Organization (DSO)Partial — admin functions transfer  ·  3–6 months Provide administrative support while you focus on clinical care. Multiple deal structures available. Partial — admin functions transfer 3–6 months
Private Equity GroupVaries by deal structure  ·  2–4 months Target larger practices with strong revenue and established footprint. Can move quickly. Varies by deal structure 2–4 months

Market the Practice and Find a Qualified Buyer

Less experienced brokers post the opportunity online and wait for the phone to ring. PTS takes a different approach: proactive marketing strategies that expand the reach of your listing and create a competitive marketplace that leverages up offers.

Discretion is essential throughout this stage. Expert brokers include enough detail in a listing to attract serious buyers without revealing which practice is for sale. Non-disclosure agreements are a standard part of maintaining confidentiality from the first inquiry through closing.

Review Offers and Negotiate the Final Terms

Price is one factor. Deal structure, payment terms and what happens to your staff and patients after closing carry equal weight.

  • Evaluate each offer fully. Work with your broker to assess price, structure, payment terms and non-financial factors like patient care continuity and future opportunities for existing staff.
  • Draft the Asset Purchase Agreement with your attorney and broker covering all terms of the sale. When equity is involved, a stock purchase agreement is also needed.
  • Agree on a transition timeline. Define how long you remain involved, what your role looks like during that period and when full handover occurs.

Complete the Transfers Before Closing Day

Two transfers need to happen in the right sequence before the closing date.

  • Transfer all legal documents including lease agreements and professional licenses.
  • Complete the patient records handover in full compliance with HIPAA regulations.

Manage the Transition With Your Team and Patients

Notify staff and patients after the paperwork is signed, not before. Doing it earlier creates uncertainty and risks disrupting the transaction.

  • Offer support during the transition period to help the incoming owner get oriented with the team and patient base.
  • Communicate directly with patients so they feel confident in the new leadership and the continuity of their care.

Ready to Take the First Step?

PTS guides dental practice owners through every stage of the sale, from valuation to closing day, at no upfront cost.


Contact PTS Today

How to Sell Your Dental Practice to Private Equity and DSOs

How to Sell Your Dental Practice to Private Equity and DSOs

Private equity firms and dental service organizations are acquiring independent dental practices at a pace that has not slowed since 2020. If you’re weighing a sale to a DSO or PE-backed buyer, knowing how these deals are structured and what buyers actually look for puts you in a fundamentally stronger position at the table.

Why DSOs and Private Equity Are Targeting Dental Practices

Dental practices attract institutional buyers because the business model is both recurring and defensible. Patients return on a predictable schedule, revenue is split between insurance and cash-pay in favorable proportions and the market remains highly fragmented. Most practices in the U.S. are still independently owned, which means DSOs and PE-backed consolidators see years of acquisition runway ahead.

  • High patient retention creates reliable recurring revenue that financial buyers prize above almost any other metric. The average dental patient returns one to two times per year without significant marketing cost.
  • Fee-for-service and private-insurance revenue provides better margin predictability than specialties more dependent on government reimbursements. That mix is a core part of the investment thesis.
  • Market fragmentation at scale means DSOs can still acquire hundreds of independent practices before approaching meaningful consolidation ceilings — which keeps acquisition activity competitive and valuations elevated.

DSO Deal Structures and What They Mean for You

The structure of your deal determines more than the final price. It determines how much you receive on the day of closing, how long you continue working in the practice afterward and what clinical autonomy you retain once the transaction is complete. Not every DSO deal is structured the same way and understanding the differences before you begin negotiations is one of the most valuable things you can do.

Looking at DSO deal options? PTS breaks down the five most common deal structures, the tradeoffs of each and the questions every seller should ask before signing.


Read the full breakdown.

What Dental Practice Resilience Data Tells Buyers

Buyers justify their valuations using economic resilience data and understanding what that data shows helps sellers evaluate offers more accurately.

Dental spending declined modestly during the 2008 financial crisis but recovered within 24 months. During the COVID-19 disruption, most dental practices returned to near-normal production within six months of reopening. For DSO and PE buyers, that recovery speed is a key component of the investment thesis — it supports the premium valuations they’re willing to offer in competitive markets.

A practice with consistent collections, strong patient retention and low provider concentration is the exact profile institutional buyers compete for. Understanding where your practice lands on those metrics before entering the market is the clearest advantage you can have.

Selling Now vs. Waiting: How to Think About the Decision

Timing a sale around general market conditions alone is rarely a reliable strategy. What matters more is the alignment between your practice’s current performance and your personal exit timeline.

Selling Now

Capitalize on current DSO and PE demand. Lock in today’s valuation before market conditions shift. The right move when your practice is financially healthy and you are ready to transition.

Waiting for Better Conditions

Improve financials first to raise your multiple. Reduce overhead, strengthen patient retention and document your systems. Get a valuation now so you know exactly what to improve before listing.

Get a Valuation Either Way

Even if you are not planning to sell immediately, a valuation gives you an accurate picture of what your practice is worth today and positions you for informed decision-making whenever the timing is right.

How PTS Represents Dental Practice Sellers

PTS works exclusively with dental practice owners — not buyers — which means every recommendation is oriented toward your outcome. The team has completed hundreds of dental practice transitions including sales to DSOs, PE-backed buyers, associate dentists and partnerships. The full seller representation process begins with a complimentary practice valuation and includes dedicated support through closing.

  • Complimentary practice valuation before you decide to sell. Understanding your market value is the foundation of every negotiation.
  • Access to qualified DSO and PE buyers through PTS’s existing relationships. You don’t have to approach the market cold.
  • Transaction support through closing including review of deal terms, timeline coordination and transition planning so nothing falls through in the final stages.

Ready to Find Out What Your Practice Is Worth?

PTS provides a free, no-obligation practice valuation for dental practice owners. Know your number before you enter the market. Get Your Free Practice Valuation.


Have questions? Contact PTS Today

The Essential Dental Practice Transition Checklist

The Essential Dental Practice Transition Checklist

A smooth dental practice transition comes down to three things: organized financials, a verified compliance checklist and a post-closing plan ready before day one.

Financial Documentation You’ll Need

Buyers, lenders and attorneys all request the same core set of records. Having these ready before due diligence begins keeps the process moving and avoids delays at closing.

Document / Task Detail
Tax returns for the past three yearsLast 3 years — required for income verification. Last 3 years — required for income verification.
Current profit and loss statementsCurrent, prepared by your accountant. Current, prepared by your accountant.
Balance sheetsCurrent snapshot of assets and liabilities. Current snapshot of assets and liabilities.
Bank statements for all business accountsLast 12 months for all business accounts. Last 12 months for all business accounts.
Accounts receivable aging reportValue of outstanding patient payments. Value of outstanding patient payments.
Accounts payable summaryCurrent balances owed to vendors. Current balances owed to vendors.
Equipment appraisals and depreciation schedulesFull documentation of physical assets. Full documentation of physical assets.
Lease agreementsOffice space, equipment and contracted services. Office space, equipment and contracted services.
Malpractice insurance policiesCurrent coverage and claims history. Current coverage and claims history.
Employee payroll recordsW-2s, 1099s and contractor documentation. W-2s, 1099s and contractor documentation.
Loan documentationCurrent balances and payment histories. Current balances and payment histories.

PTS reviews your financials before you go to market and helps you identify gaps before buyers do.


Get a free practice valuation at no upfront cost

Pre-Closing Dental Practice Transition Checklist

These tasks involve your lender, attorney, vendors and incoming owner. Starting early prevents bottlenecks from stacking up as closing day approaches.

Document / Task Detail
Settlement statementFor receivables and prorated expenses. For receivables and prorated expenses.
Loan documentsSigned well before the closing date. Signed well before the closing date.
Insurance credentialingSettle early — Medicaid can take several weeks. Settle early — Medicaid can take several weeks.
Complete list of suppliers and vendorsSo the buyer can set up accounts immediately. So the buyer can set up accounts immediately.
Vendor accountsSet up before closing to avoid supply gaps. Set up before closing to avoid supply gaps.
Patient notification letterDrafted and ready to send before closing. Drafted and ready to send before closing.
Continuity of careCoordinate with incoming owner for all active patients. Coordinate with incoming owner for all active patients.

Due Diligence Items to Verify

Due diligence is where deals slow down or fall apart. Every item below needs to be reviewed and confirmed before your dental practice transition moves forward.

Category Item Verify
Legal & Compliance Legal & ComplianceInsurance contract transferabilityConfirm all agreements can transfer to the new owner. Confirm all agreements can transfer to the new owner.
Current licenses and certificationsDental license, DEA, state permits and specialty certs. Dental license, DEA, state permits and specialty certs.
Business permitsHealth dept, business license and zoning compliance. Health dept, business license and zoning compliance.
Staff employment agreementsConfirm key employees and review non-competes. Confirm key employees and review non-competes.
Operations & Staff Operations & StaffPatient records complianceHIPAA compliant, complete and ready for transfer. HIPAA compliant, complete and ready for transfer.
Personnel filesAll documentation current and legally compliant. All documentation current and legally compliant.
Vendor contracts and supplier agreementsTerms, transferability and ownership-change clauses. Terms, transferability and ownership-change clauses.
Equipment & Technology Equipment & TechnologyEquipment conditionService reports and warranty docs for major assets. Service reports and warranty docs for major assets.
Equipment lease agreementsTransfer procedures and remaining obligations. Transfer procedures and remaining obligations.
Practice management softwareMigration confirmed and team trained before closing. Migration confirmed and team trained before closing.
Digital and paper record systemsBackup and data migration confirmed. Backup and data migration confirmed.
Patient communication systemsTransfer requirements and backup confirmed. Transfer requirements and backup confirmed.
Real Estate Real EstateCommercial real estateLease terms and property valuations reviewed. Lease terms and property valuations reviewed.

Post-Closing Practice Transition Checklist

These steps complete the handoff and protect both parties after closing. The order matters.

Document / Task Detail
Settlement statementFinalized with all figures confirmed. Finalized with all figures confirmed.
Patient notification lettersSent to officially introduce the new owner. Sent to officially introduce the new owner.
Supplier and vendor accountsActive before the new owner opens for business. Active before the new owner opens for business.
Insurance companiesNotified and payer relationships updated. Notified and payer relationships updated.
All employeesNew-hire paperwork including I-9s and W-4s. New-hire paperwork including I-9s and W-4s.
Wire funds transferConfirmed and documented before releasing keys. Confirmed and documented before releasing keys.
Open house at the officeIntroduce the new owner to patients and staff. Introduce the new owner to patients and staff.
Line of credit or operating capitalSecured to cover day-one operating expenses. Secured to cover day-one operating expenses.

Work With a Specialist for a Smoother Transition

Every item on this checklist involves a different professional: attorneys, lenders, accountants and brokers all working at the same time. Professional Transition Strategies coordinates the full process for both buyers and sellers at no upfront cost.


Get a Free Valuation of Your Practice

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Top 5 Dental Practice Transition Searches in 2022

person getting dental work

Whether you’re looking to buy or sell a dental practice, chances are, you’ve turned to your search engine to figure out where to start. Well, we’ve done the research for you to help point you in the right direction. Read on for the top search results for dental practice transitions, then where to go from there.

“What is a dental practice transition?”

Maybe you’ve probably already decided that selling your dental practice is the best option at this point in your career, whether it’s for retirement or managerial purposes. But if you don’t know or haven’t started exploring all your options yet, it’s time to work with a dental practice broker to learn the different types of dental practice transitions, each of which comes with its own set of factors and timeframes. There’s no one way to ensure a successful transition of ownership but a professional broker can help answer all your questions.

“What are the current trends in dentistry?”

The past two years have certainly had their ups and downs with so much unpredictability during unprecedented times, but in the world of the dental industry, there are a lot of trends and technology to keep up with. If you haven’t already explored augmented reality, artificial intelligence or 3D printing at your dental practice, now is the time. One trend that isn’t going away anytime soon: dental service organization (DSO) consolidation. Yes, DSOs are always increasing in popularity, but when the pandemic forced many established dentists to consider early retirement, it paved the way for a new generation. The practices that are being bought up and sold to DSOs are making it more affordable for dental school graduates to focus their efforts on attracting new patients and offering the latest technology.

“What makes a dental practice profitable?”

If you’re still following the business model you established for your dental practice 20 years ago, you’re missing countless opportunities to increase your profits. General inflation, your current patient base and your competition are just a few reasons why it’s important to focus on the “now” of your dental practice. It all comes down to cutting overhead costs, preparing for an inevitable transition of ownership, how you train your staff, and establishing a plan to grow your services and practice in the long run.

“How can I make my dental practice stand out?”

In a competitive environment, it can feel like bigger dental practices have bottomless marketing budgets. In order to grow your business, a smart tactic can be to look at other industries for ideas and inspiration. Personalized marketing and online efforts are just scratching the surface of how you can reach new patients. One specific area to look at is your website. Above all, your website should answer questions upfront and be marketed appropriately. Rather than trying to add this task to your already-full plate, a professional marketing company can make the technology work for you. And, in a completely different direction, don’t discount the impact your dental practice can have in giving back to your local community.

“How do I transition my dental practice to a DSO?”

It would be seemingly impossible to begin the process of selling your dental practice without considering DSO. Sure, any good dental practice broker will point out the advantages and disadvantages of selling to a DSO. But even if you are sold on the idea of affiliating with a DSO, there are some considerations you’ll need to take into account first. A professional broker will walk you through the different types of DSOs, what DSOs look for when purchasing dental practices, why DSOs can pay more for a dental practice than a single practitioner and even the reasons to sell your dental practice to a DSO if you’re not yet ready to retire.

What’s next?

Only time will tell what 2023 has in store for the world of dental practice transitions. Contact the experts at Professional Transition Strategies to start the new year off on the right foot.

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