Pre-Diligence Field Guide · Free Download
The day you sign the LOI, your leverage is gone. This is how you keep your number.
When you sell, a private-equity or DSO buyer spends six figures forensically auditing your practice. You, on average, spend nothing preparing it. That imbalance has a name — the Defense Gap — and it is the most expensive thing most owners never see coming.
This field guide shows you exactly what a buyer will do to your value after the LOI — and the three-year window that decides how much you keep.
- → The 90-day extraction, step by step
- → The deal-terms data behind it (SRS Acquiom, ASA, PitchBook)
- → A printable 14-point self-audit that scores your exposure
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Download The Defense Gap (PDF) →The Evidence
This is the norm. Not the worst case.
The extraction in this guide is not a horror story. It is the documented base rate of how lower-middle-market deals actually close.
of middle-market deals see a purchase-price adjustment after the buyer’s QoE — almost always downward.
of private-target deals lock part of your price in an escrow or holdback. Median: 10%.
working-capital adjustment claims are conceded by the seller — because fighting costs more than the claim.
Sources: SRS Acquiom M&A Deal Terms Study; American Society of Appraisers; PitchBook. Cross-industry lower-middle-market benchmarks, illustrative of the mechanics a dental seller faces.
Inside the guide
Eight pages. Everything a buyer hopes you never read.
The 90-day extraction
A day-by-day walk through what actually happens to your number between the LOI and the wire — the black box, the QoE hit, the re-trade, the working-capital trap.
The deal-terms data
The documented base rates from SRS Acquiom, the ASA, and PitchBook that prove this is the norm, not a worst case.
The three-year window
Why defensible data has to be built years before you list — and what separates governance a buyer respects from a cleanup a buyer discounts.
The 14-point self-audit
A printable checklist that scores your exposure today. Every box you can’t answer with evidence is a line item in your Defense Gap.
Who this is for
If selling is a someday, someday starts now.
The owners who keep their full value are not the ones with the best broker or the slickest pitch deck. They are the ones who started building defensible data years before a buyer ever asked. If a sale is anywhere on your horizon — even five years out — this is the moment the clock starts working for you instead of against you.
Frequently Asked Questions
When should I start preparing my dental practice for sale?
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Three to five years before you list — not the year you sell. A buyer’s Quality of Earnings (QoE) team does not just check your numbers; it audits the record behind them. A defensible data room is built over years of documented operations, so that by the time a buyer looks, there is nothing left to discount. A last-minute cleanup in your final year reads as exactly that: an outlier to be re-traded.
What is a Quality of Earnings (QoE) audit and why does it matter to a dental seller?
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A QoE is the forensic audit a private-equity or DSO buyer runs against your raw practice-management data after the Letter of Intent. Unlike a tax return or a standard appraisal, it is built to find every add-back it can disallow and every dollar of earnings it can call unsustainable. Because your price is a multiple of EBITDA, each dollar it strikes is magnified across that multiple.
How much value do dental practice sellers actually lose after the LOI?
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In lower-middle-market M&A, roughly 85% of deals see a purchase-price adjustment after the buyer’s QoE, and the overwhelming majority move down. Nearly 90% of private-target deals also include an escrow or holdback (median 10% of price), and most working-capital adjustment claims are conceded by the seller. The gap between the headline offer and the money actually realized is frequently six or seven figures.
What is The Defense Gap field guide?
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A free, no-obligation pre-diligence field guide for dental practice owners. It walks the 90-day post-LOI extraction step by step, shows the deal-terms data behind it, explains the three-year window that protects your valuation, and includes a printable 14-point self-audit that scores your current exposure. It is delivered instantly as a PDF — no sales call required.
The Next Step
Read it before a buyer makes you live it.
Get the field guide, score your exposure, and see exactly where your number is undefended today.
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