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Got a PE / roll-up / DSO offer on your Illinois dental business?

The collections percentage is the headline. Employment, rollover, and the lease are the deal. Read all three before you stop seeing associates.

Confidential • No upfront fees • Illinois statewide

Do not treat the first multiple as cash

Dental service organizations buy associate-ready Illinois practices with hygiene engines and a location they can staff. Their first letter often quotes a percentage of collections or an EBITDA multiple. Those two languages are not interchangeable. Mixing them is how sellers feel rich on page one and confused on page four.

They will want a long employment agreement, a noncompete, and often rollover equity in a parent you cannot sell at will. They will also want a lease assignment in a professional building that moves on a landlord’s calendar, not theirs.

EPI reports that 5% of Boomer owners have a documented exit team. Dental owners who take a DSO letter to a golf friend instead of a broker and healthcare counsel are in the other 95%.

How to read a DSO letter

Translate collections talk into cash at close. A hypothetical 70% of $1.2 million collections is $840,000 enterprise. Subtract debt on equipment, a working-capital true-up, rollover you cannot spend, and a holdback. That is the number that matters.

Read the employment. If you must produce at last year’s level for three years, you did not retire. You financed their multiple with your hands.

Read the equity. Rollover in a DSO parent can be valuable or illiquid. Ask about valuation of that paper, drag-along, and what happens if they sell again in 24 months.

Read clinical control. Some letters are quiet about who decides staffing and payer mix after close. That affects earnouts tied to EBITDA you no longer control.

Lines that change the check

A collections percentage with no statement of debt, peg, or rollover

An earnout you cannot control after they change payers or staffing

Rollover equity with no information rights

A short close that ignores landlord and credentialing time

Pressure to stop talking to associate buyers before the letter is priced

Illinois dental + DSO diligence

Corporate practice and ownership structure belong with healthcare counsel. We do not draft dental-board opinions. We do flag when an LOI assumes a structure Illinois may not allow without the right parties.

Chart custody, HIPAA, and patient notice are closing workstreams. Equipment asset transfers can raise Bulk Sales questions. The medical-building lease is often slower than the DSO’s ‘45-day close’ slide. Medicaid or state enrollments, if any, need their own clock.

Rollover equity needs a valuation method for that paper, drag-along, and what happens if they sell the parent in eighteen months. “You’ll do great in the next recap” is not a number. Ask for the last recap story in writing or treat the rollover as zero for lifestyle math.

Clinical control after close affects earnouts tied to EBITDA. If they can change payer mix and staffing, they can miss the earnout you are counting as price. Read who decides, then decide if you can work there.

Associates who could have been buyers do not forgive a surprise DSO announcement. If that path is real, sequence it. Ambush is how hygiene empties — which is the asset the DSO thought they bought.

Collections-percentage letters that skip equipment debt are lifestyle math. Put the UCC search next to the 70% headline before you tell your spouse the number. DSOs have seen the search. You should see it first.

Ask what happens to hygiene hours if they change the schedule after close. Earnouts tied to EBITDA you no longer control are decorations. Read control, then decide if you can work there long enough to collect.

An associate SBA path can still net more after rollover is marked to zero for lifestyle purposes. Run both. The dental sell-my page is the other door. Exclusivity is a choice, not a compliment you owe a BD associate.

Ask who holds the charts and who employs the hygiene team on Monday. Corporate practice structure in Illinois is counsel’s job. Vague LOI language is how you discover the structure after you stopped talking to associates.

A building you own is a second deal. DSOs often want a lease at a rent that supports their model, not your lifestyle. Run the sale-leaseback and the keep-and-lease cases with a CPA before you treat the practice letter as the whole story.

Bring the LOI to /contact. Do not upload it. The review is cash at close, employment, rollover marked to a honest number, and whether you should stay exclusive. The consult is free. The listing retainer does not exist.

Collections percentage is the headline. Employment and rollover are the deal.

Dental service organizations buy associate-ready Illinois practices with hygiene engines and a location they can staff. Their first letter often quotes a percentage of collections or an EBITDA multiple. Those two languages are not interchangeable. Mixing them is how sellers feel rich on page one and confused on page four. Translate collections talk into cash at close before you stop seeing associates. Bring the LOI to /contact.

A hypothetical 70 percent of $1.2 million collections is $840,000 enterprise. Subtract debt on equipment, a working-capital true-up, rollover you cannot spend, and a holdback. That is the number that matters. Collections-percentage letters that skip equipment debt are lifestyle math. Put the UCC search next to the headline before you tell your spouse the number. DSOs have seen the search. You should see it first. See net proceeds.

BizBuySell’s market-wide 2.7× cash-flow multiple is the wrong tool for a DSO conversation and a weak analog for clinical practices. Use it only to remember that Main Street listing averages and healthcare platform letters are different rooms. The 155-day Service median is a weaker analog still. Dental clocks follow the landlord and credentialing.

EPI reports that 5 percent of Boomer owners have a documented exit team and 27 percent have a formal valuation. Dental owners who take a DSO letter to a golf friend are in the other group. Healthcare counsel for structure. We review economics and process. An associate SBA 7(a) path can still net more after rollover and employment are honest. See sell my dental practice.

Rollover paper, production employment, and earnouts you no longer control.

Read the employment. If you must produce at last year’s level for three years, you did not retire. You financed their multiple with your hands. The length is negotiable. The letter will pretend it is not. Say what you will actually work before the percentage is printed.

Rollover in a DSO parent can be valuable or illiquid. Ask about valuation of that paper, drag-along, information rights, and what happens if they sell again in 24 months. “You’ll do great in the next recap” is not a number. Ask for the last recap story in writing or treat the rollover as zero for lifestyle math.

Clinical control after close affects earnouts tied to EBITDA. If they can change payer mix, hygiene hours, and staffing, they can miss the earnout you are counting as price. Read who decides, then decide if you can work there long enough to collect. Ask what happens to hygiene hours if they change the schedule after close.

A building you own is a second deal. DSOs often want a lease at a rent that supports their model, not your lifestyle. Run the sale-leaseback and the keep-and-lease cases with a CPA before you treat the practice letter as the whole story. Working-capital on supplies is a smaller fight than employment, but it still needs a definition. We review that math on a success fee with no listing retainer.

Corporate practice is counsel’s job. The lease is the long pole.

Corporate practice and ownership structure belong with healthcare counsel. We do not draft dental-board opinions. We do flag when an LOI assumes a structure Illinois may not allow without the right parties. Vague language is how you discover the structure after you stopped talking to associates.

Chart custody, HIPAA, and patient notice are closing workstreams. Equipment asset transfers can raise Bulk Sales questions. Form CBS-1 needs at least ten business days when it applies. The medical-building lease is often slower than the DSO’s “45-day close” slide. Medicaid or state enrollments, if any, need their own clock.

Ask who holds the charts and who employs the hygiene team on Monday. Patient notice is a planned workstream, not a lobby sign on closing Friday. Doing it early empties hygiene — which is the asset the DSO thought they bought. Counsel writes the plan.

Secretary of State filings follow entity choice. Form 8594 is why equipment versus goodwill is not a shrug. Noncompetes in a suburb can effectively end a clinical career within a drive-time radius. Counsel, not a group chat. Illinois noncompete rules have changed.

Associates who could have been buyers do not forgive a surprise DSO announcement.

If the associate is a plausible buyer, talk to counsel and your broker before you create a loyalty mess. Associates who feel ambushed leave — and take patients. Sequence that path. Ambush is how hygiene empties. See the dental sell-my page.

Forty-four percent of sellers wanted speed or lower stress in Q4 2025. A crashed DSO exclusive is the slowest year of your life. Stay exclusive only after collections are translated to cash, employment is honest, rollover is marked to a number, and the landlord has a real clock. Their 60-day slide is a hypothetical until the lease is clean.

Pressure to stop talking to associate buyers before the letter is priced is a tell. If you are not exclusive, run both. An associate SBA deal can be cleaner on net after rollover is marked to zero for lifestyle purposes. Different teasers. Same NDA discipline. Do not email charts.

Bring the LOI to /contact. Do not upload it. The review is cash at close, employment, rollover, and whether you should stay exclusive. The consult is free. The listing retainer does not exist. See timelines and timing.

Internal Illinois pages and official references

Official and market sources

Educational only. Not legal or tax advice. Platforms do not waive Bulk Sales, Secretary of State filings, license updates, or lease assignment. We work on a success fee — no upfront listing fee.

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Bring the LOI to the call. No file-upload portal. Confidential. Illinois process, cash-at-close math, and whether you should stay exclusive.

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