DSO Profile
Heartland Dental
The largest DSO in the United States and still the benchmark for the 'supported autonomy' model. Heartland doesn't want to run your office — they want your infrastructure load and a minority equity stake.
Seller-side score: 68/100
Weighted across five factors a selling owner actually cares about.
Offer competitiveness7/10
Clinical autonomy after sale7/10
Contract fairness6/10
Earnout mechanics6/10
Post-close culture7/10
Contract red flags
- Non-compete scope Standard Heartland non-compete is 10 miles / 24 months. Negotiable down to 5 miles / 12 months, but only if you push.
- Rollover equity class Rollover is typically into a sub-LLC, not the HoldCo that gets recapped. Your equity is real but not pari-passu with KKR's.
- Clinical independence Genuinely protected in the asset purchase agreement. No production quotas, no required lab vendors, no insurance participation mandates.
- Earnout index Earnout tied to EBITDA, which Heartland controls the accounting on. Demand an independent CPA review right in the APA.
Heartland is the DSO you can sell to and not regret, if and only if you negotiate the APA. The term sheet will look fine. The 60-page APA is where the actual deal lives. I've seen three practices sell to Heartland; the ones who brought dental-specific counsel to the APA redline walked away ten to fifteen percent better on effective valuation than the ones who let a generalist attorney or the Heartland template control the document.
Have an offer from Heartland Dental?
Get the terms reviewed before you sign
Before signing an LOI, review the cash-at-close, rollover equity, earnout, employment, non-compete, and post-close autonomy terms carefully. DSOCompare can provide an independent operator-side red-flag review.