What Dentists Need to Know Before Selling to a DSO: Top 5 Takeaways
Selling a dental practice to a DSO is one of the biggest financial and professional decisions a dentist will ever make. In a recent episode of Spilling the Teeth, hosted by Dr. Ryan Hungate, Chief Strategy and Clinical Officer at Henry Schein One, MB2 Dental's Chief Development Officer Jake Berry and Chief of Staff Susan Huff walked through the full arc of a DSO partnership — from the first phone call to year five — with a level of candor the industry rarely gets.
Here are the five most important takeaways from that conversation.
1. The EBITDA multiple is the most overrated number in a dental practice sale
One of the most persistent myths in dental M&A is that a higher EBITDA multiple automatically means a better deal. According to Berry, that belief is simply not true. The multiple is one variable in a much more complex equation. What actually determines the value of a deal for a dentist is the deal structure: how cash flows at closing, how rollover equity is designed, and what the near- and long-term equity picture looks like.
Berry also addressed EBITDA itself. It’s a real and important proxy for cash flow, but only when calculated correctly.
The challenge is that across private equity and dental M&A, EBITDA has become, in Berry's words, "as much art as it is science." Years of aggressive underwriting and embellishment created real problems for both buyers and sellers. Berry and Huff have an internal term for inflated or unreliable earnings figures: "make-beliEBITDA."
What dentists should ask instead of focusing on the multiple: How is the deal structured? What does the rollover equity actually mean, and what will it be worth? How does cash flow at closing and over the hold period?
2. Something will change after the deal closes
When asked about the biggest myth doctors believe about life after a practice sale, Huff was direct: the belief that nothing will change. She said many DSOs and DPOs are simply afraid to communicate what will change, leaving doctors and their teams unprepared and eroding trust during the transition.
At MB2, Huff tells every prospective partner before an LOI is signed that there are five things that will change by way of the partnership — six in some states. That level of transparency is intentional. Going into a partnership with eyes wide open is the only way a doctor can effectively manage their team's reaction, answer questions confidently, and protect the trust they've built with staff and patients over years of practice.
What dentists should ask before signing: What specifically will change in my practice, and when? What won't change? Get those answers documented.
3. The DSO deal process has three distinct phases
Berry broke the deal process into three stages: first contact through indication of interest (IOI), IOI through executed letter of intent (LOI), and LOI through closing. A typical timeline runs approximately 60 days to an IOI, 30 to 45 days to an LOI, and 60 days to close — but the process can stretch to months or even years, and the most common reason is simple: doctors aren't prepared when they start.
Getting financial documents together — two to three years of P&Ls, tax returns, a lease agreement, a staff roster, and basic practice management reports — isn't complicated. But it's consistently the step that stalls deals. Berry's advice was straightforward: take a few focused weeks at the outset, organize the information, and cut weeks or months off the process before the first conversation even starts.
MB2 partners with only 3% of the dentists it speaks to in any given year. Understanding that selectivity, and what the process looks like before an LOI is signed, helps dentists approach the conversation with realistic expectations.
What dentists should do before the first call: Organize financial records, have key documents accessible, and understand that the timeline is largely in their own hands.
4. Integration starts at the letter of intent
One of the most important aspects of joining a group practice is when integration actually begins. At MB2, Huff explained that 90% of integration is completed before the transaction closes. When an LOI is executed, both the integration team and the director of operations are introduced to the incoming doctor immediately. The director of operations, who becomes the doctor's primary ongoing point of contact, starts building a relationship with the practice well before closing day.
Two weeks before closing, MB2 sends a team to the practice for what they call the "warm hug" — a team meeting where employees can ask questions, hear from real people at MB2, and begin to understand what the partnership means for them. The doctor delivers the news to their team first, never on a Friday, and frames it in human terms: I found an organization that can help us hire, improve our marketing, and handle the business side so I can focus on taking care of you and our patients.
The team's emotional journey through a transition follows a predictable arc: shock, skepticism, curiosity, acceptance, and eventually support. Understanding that arc — and preparing for it — is one of the most important things a doctor can do before closing.
What dentists should know: How a DSO handles the transition period before closing is one of the clearest indicators of what the partnership will actually look like.
5. Rollover equity is the part of the deal doctors understand the least
Of all the components of DSO deal structure, rollover equity is where doctors most consistently run into confusion. With different organizations offering rollover into parent companies, joint venture structures, synthetic equity, and combinations of multiple equity types, it can be nearly impossible for a doctor to evaluate what their equity stake actually means and what it will realistically be worth at a future liquidity event.
Berry named this as the single most common mental block that stalls deals. Huff added that the transactional framing of the process can cause doctors to miss the bigger strategic question: what value can be created in the first six months of partnership? MB2's analysis of an incoming practice is typically more sophisticated than anything the doctor has seen before. That outside perspective on where real improvements can be made is an opportunity that most doctors, focused on the transaction itself, don't think to ask about.
What dentists should ask before signing: What does my rollover equity actually represent, how is it valued, and under what conditions would a liquidity event occur?
The bottom line on selling a dental practice to a DSO
The decision to partner with a DSO or DPO isn't just a financial transaction. It's a long-term business relationship that will affect a doctor's practice, team, and patients for years. The doctors who navigate it best are the ones who go in prepared, ask the right questions, understand what will and won't change, and look past the multiple to the value of the partnership itself.