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 · Practicing dentist and multi-practice owner/operator · 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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Paid ordering and confidential-document intake are temporarily paused. Do not send LOIs, APAs, offer PDFs, contract text, transaction figures, patient information, or PHI.

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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If you already have an offer

Use the category-only request to identify the areas you want help spotting. Paid ordering and confidential-document intake are temporarily paused.

No documents or transaction text: select only the fixed stage, timeline, and concern categories. Do not send buyer names, economics, patient records, LOIs, APAs, or offer PDFs.
Request a category-only first read Review service status How to read a DSO offer

Educational only. This site reflects general industry information and the author's personal experience as a practicing dentist and multi-practice owner/operator. It is not legal, tax, or financial advice. Every transaction is unique — engage a CPA, attorney, and qualified advisor familiar with your jurisdiction before acting on any guidance here. We have no DSO, broker, or buyer-side fee unless explicitly disclosed on the relevant page.