Comparison Guide
How to Compare DSO Offers: A 7-Step Guide for Dentists Selling a Practice
Most dentists compare DSO offers on price. The seven steps below are how experienced sellers actually compare them — across enterprise value, contract terms, earnout mechanics, and post-close fit — so the offer you sign is the one that pays out.
If you are a dental practice owner weighing offers from one or more dental service organizations, the highest headline number is rarely the best offer. The structural difference between two offers at the same multiple — earnout mechanics, rollover equity treatment, non-compete scope, working capital pegs — can be worth six figures of post-close cash. This guide is the framework I used when I evaluated my own offers and the framework the DSO profiles on this site are scored against.
The 7 steps for comparing DSO acquisition offers
- Establish your baseline valuation. Before reviewing any DSO offer, get a third-party practice valuation from a dental-specific firm. You need an independent number for collections, adjusted EBITDA, and an enterprise value range. This is the anchor against which every DSO offer gets compared.
- Standardize each offer on a one-page comparison sheet. For each DSO offer, capture the same nine fields: total enterprise value, cash at close, rollover equity %, earnout amount, earnout metric and period, employment term, non-compete radius and length, working capital peg, and post-close clinical autonomy clause. Do not compare offers verbally — get them on one sheet.
- Pressure-test the EBITDA definition in each LOI. Buyer-side EBITDA adjustments are where multiples shrink. Read each LOI's definition of EBITDA and list every add-back, deduction, and normalization. Two offers at the same multiple can produce 20% different cash if one strips out doctor compensation differently than the other.
- Score each DSO on the five seller-side factors. Use the DSO Compare scoring framework: offer competitiveness, post-close clinical autonomy, contract fairness, earnout mechanics, and post-close culture. Score each DSO 1–10 on each factor. The headline price-winner often loses on contract fairness or earnout mechanics.
- Engage dental-specific transaction counsel before the APA. The term sheet is marketing. The 60-page asset purchase agreement is the actual deal. Engage a dental-transaction attorney (not your general counsel) before the buyer drafts the APA, so your redlines go in early. Attorneys who have closed 10+ dental DSO deals know which clauses are template vs. negotiable.
- Negotiate the earnout structure and APA before signing. The biggest seller-side wins happen in the APA, not the LOI: tighter earnout metrics, independent CPA review of post-close EBITDA, narrower non-competes, capped indemnification, and clinical autonomy language that survives the employment agreement. Plan for two or three redline rounds.
- Run a final cross-offer decision matrix and choose. With negotiated APAs in hand, build a final decision matrix that compares risk-adjusted total proceeds (cash at close + present value of earnout × probability + present value of rollover × probability of recap), employment fit, and post-close culture. Choose the offer with the best risk-adjusted economics, not the highest headline price.
Use the tools
Compare every offer against the same scoring rubric
The seven major DSOs profiled on this site are scored against the same five seller-side factors used in step 4. Use the comparison table on the homepage as your starting point, then dig into the individual profile pages for the contract-level red flags.
Frequently asked questions about DSO comparisons
What is a DSO and how does it differ from a private dental practice?
A Dental Service Organization (DSO) is a company that provides non-clinical business support — billing, HR, marketing, supply chain, compliance — to dental practices. In an acquisition, the DSO typically buys the assets and goodwill of a practice and the selling dentist signs a multi-year employment or affiliation agreement. The clinical work remains the dentist's, but ownership of the business shifts. A private practice retains both clinical and business ownership.
How do I compare DSO acquisition offers fairly?
Compare on five seller-side dimensions, not just headline price: (1) total enterprise value plus the structure of cash at close vs. earnout vs. rollover equity; (2) post-close clinical autonomy in the asset purchase agreement; (3) contract fairness — non-compete radius and term, restrictive covenants, termination triggers; (4) earnout mechanics — what metric, who controls the accounting, how long; (5) post-close culture and operational fit. A 6.5x EBITDA offer with a clean APA can be worth more than an 8x offer with an aggressive earnout.
What multiples do DSOs pay for dental practices in 2026?
Independent general dental practices with $1M+ in collections typically transact between 5x and 8x adjusted EBITDA in 2026. Specialty practices (oral surgery, ortho, pedo) tend to clear 7x–11x. Geography, payer mix, doctor production concentration, and lease terms all move the multiple. Watch the definition of EBITDA in the LOI — buyer-side adjustments routinely shave 10–20% off seller-side EBITDA before the multiple is even applied.
What is the difference between cash at close, earnout, and rollover equity?
Cash at close is the wire on closing day, net of holdbacks. Earnout is contingent consideration tied to post-close performance — usually EBITDA or collections — paid over 1–4 years if targets are hit. Rollover equity is the portion of the purchase price you take as ownership in the DSO holding company instead of cash; it can grow with a future recap, but it is illiquid, sub-pari with sponsor preferred, and worth zero in a downside scenario. A typical DSO deal in 2026 is 60–75% cash, 15–30% rollover, 5–15% earnout.
Should I sell my dental practice to a DSO?
It depends on your time horizon, your tolerance for clinical oversight, and what your independent valuation looks like net of recapitalization risk. DSOs make sense when you want partial liquidity now, you want to offload non-clinical operations, and you can stomach a 3–5 year employment tail. They do not make sense if you are within five years of full retirement and the deal hinges on a long earnout, or if your practice culture is the asset you most care about preserving.
What contract red flags should I watch for in a DSO offer?
The most common: (1) non-competes that exceed 10 miles or 24 months; (2) earnout metrics the buyer fully controls the accounting on; (3) rollover equity into a sub-LLC rather than the recapitalizing HoldCo; (4) APA language that strips clinical autonomy granted in the term sheet; (5) working capital pegs set artificially high; (6) seller indemnification caps with long survival periods. A dental-specific transaction attorney will catch most of these on a first read.
How long does the DSO acquisition process take from LOI to closing?
Typical timeline is 90 to 150 days from signed LOI to wire. Quality of earnings (QoE) and financial diligence take 30–45 days. Legal diligence and APA negotiation take 45–60 days, often in parallel. Real estate (lease assignment or new lease) is the most common cause of delay. Plan for a 4–6 month process with the heaviest seller workload in weeks 4–10.
Profiled DSOs (use these as comparison baselines)
- Heartland Dental · Score 68/100
- Pacific Dental Services · Score 54/100
- Aspen Dental Management · Score 51/100
- Dental Care Alliance · Score 63/100
- Smile Brands · Score 58/100
- Sonrava Health · Score 41/100
- Western Dental (Sonrava brand) · Score 38/100
Related guides
- How to read a DSO offer · Term sheet vs. APA, the contract sections where money actually moves
- Understanding dental practice earnouts · The four mechanics that decide whether you get paid
- Practice valuation basics · 2026 multiples, regional adjustments, payer mix math