CHECKLIST: LETTER OF INTENT TO PURCHASE A DENTAL PRACTICE
For more informaon, contact Phil Bogart at pbogart@wtplaw.com or 410.347.8710. Phil represents
densts in business transacons and situaons encountered during the life of their pracces. Services
include structuring/documenng employee arrangements, partnerships, acquisions and other exit strategies.
Please note, the above list should not be considered legal advice and does not create a client-lawyer relaonship.
1. Non-Binding. With the excepon of the “condenality” and
“exclusivity/no-shop” provisions, as described below, the leer
of intent should be non-binding.
2. Purchase Structure. Unless you are becoming a partner in a pracce,
purchase the assets of a pracce, not the stock or LLC interests.
3. Price and Payment Terms. Be precise. If the seller wants a deposit
or is expected to be the “bank,” the LOI should reect that
arrangement. Try to agree upon the purchase price allocaon.
4. Accounts Receivable and Excluded Assets. Specify whether
receivables are being purchased. If not, do you intend to assist with
the collecon of receivables (usually, for a modest fee)? Any other
excluded assets?
5. No Assumpon of Liabilies. Other than the lease, you typically
will not want to assume any of the seller’s liabilies or ongoing
contracts.
6. Post-Closing Transion Period. Will the seller stay on with the pracce to help transion the goodwill to
you? This can be an essenal component of a smooth transion. How will you compensate the seller?
7. Non-Compeon and Non-Solicitaon Restricons. Specify the geographical area and duraon of these
vital post-closing restricons.
8. Conngencies. As applicable, the purchase should only happen if you get a favorable bank loan. You also
want to assume the seller’s lease and have the landlord agree to any addional term required by your
lender. If the property is owned by the seller, specify the lease terms and include an opon and rst right
of refusal to purchase the property.
9. Condenality. Both pares should agree to keep the negoaons and due diligence informaon
completely condenal.
10. Exclusivity/No-Shop. If the seller is interested in accepng your oer, the seller must agree to take the
pracce o the market and not entertain any addional oers.
www.wtplaw.com l 800.987.8705
Are you ready to be your own
boss? Then it’s me to purchase
a dental pracce! When you
nally nd that “perfect” pracce,
you will want to present a leer
of intent (LOI) to the Seller. Your
broker or CPA may provide you
with a “ll in the blank” form, and
it may be adequate if it contains
the fundamental terms of a dental
pracce purchase. The main goal?
Deal with all the fundamental
issues upfront, before spending
too much me and money. If
there are “deal-killers,” address
them early on (before geng
emoonally aached to the
dental pracce).
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