The Business Acquisitions Group
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The Business Acquisitions Group
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1 June 2026

Dental Industry

Selling Your Dental Practice to a DSO: What to Expect

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DSO acquisitions dominate the larger end of the UK dental practice market — but the deal mechanics are more complex than a private individual sale. This guide covers what DSOs are actually buying and why that drives the earn-out structure (25-35% deferred, 12-36 months, EBITDA- or UDA-linked); why non-interference provisions must be agreed at heads of terms (the DSO controls the cost base post-completion); the transition period remuneration trap; integration realities (clinical governance, branding timeline, PMS migration risk during earn-out); TUPE and staff retention as earn-out protection; clinical autonomy negotiation timing; and the Marren v Ingles earn-out right problem — CGT at BADR rate arises at completion before earn-out cash arrives. Includes a total economic value framework for comparing DSO offers.

Estate & Lettings Industry, Estate Agency Sales

Tax on Selling an Estate or Letting Agency

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Selling an estate or letting agency can generate a significant capital gain — and the rate you pay depends on decisions made before a buyer appears. This guide covers CGT basics and current rates, the difference between asset and share sale tax treatment (asset sale from a limited company can attract an effective 50-55% rate vs 18% on a qualifying share sale), BADR qualifying conditions for agency owners, earn-out taxation under Marren v Ingles (CGT arises at completion before earn-out cash is received), non-compete payment rules, vendor loan notes, and the self-assessment payment deadline. Tax advice before heads of terms — not after — is the single most important planning point.

Franchise Business Sales, Franchise Industry

Franchise Territory Heads of Terms: What to Agree Before Instructing Solicitors

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Heads of terms matter more in franchise territory sales than in most other business sales — the terms you agree govern how seller, buyer, and franchisor interact through due diligence, consent, and completion. Eight topics cannot be left vague: total consideration and structure (earn-out to be agreed is a concession, not a placeholder); franchisor consent as a condition precedent with a realistic 8-12 week long-stop; earn-out mechanism defined in full at HoT stage; asset vs share resolved before BADR eligibility is confirmed; non-compete and non-solicitation checked against franchisor post-termination restrictions; transition period obligations; exclusivity with good-faith progress milestones; and confidentiality consistent with franchise agreement obligations.

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