Free Checklist

12 Red Flags in a DSO Offer

A dentist-to-dentist checklist for practice owners reviewing a term sheet, APA, earnout, or rollover structure.

By Blane Jackson, DDS/MBA · Former owner of 8 dental practices · Updated April 2026

The first DSO offer usually looks cleaner than it is. This checklist isolates the 12 clauses and deal mechanics that most often change the real economics, your post-close control, or your future ability to practice where you want.

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Download the PDF below. If you already have an offer in hand, the next move is the contract guide or the free-review intake.

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What is inside

Flag 01Multiple below current market range

Flag 02Aggressive doctor-comp normalization

Flag 03Cash at close below 70%

Flag 04Earnout longer than 24 months or above 30%

Flag 05Employment term locks you in for 5+ years

Flag 06Unreasonably broad non-compete

Flag 07Real estate bundled into the practice deal

Flag 08Illiquid or non-voting rollover equity

Flag 09Clinical autonomy treated as advisory

Flag 10Associate doctors lose protection

Flag 11Uncapped reps, warranties, or indemnity

Flag 12Pressure for an artificially quick close

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Next Steps

If you already have an offer in hand

Start with the reading guide, then use the intake form if you want a first-pass gut check on a live DSO offer.

How to read a DSO offer Buy the $149 Scorecard Request a free first read