Heads of Terms for a Dental Practice Sale
When a buyer makes an offer for your dental practice and you accept it in principle, the next document produced […]
When a buyer makes an offer for your dental practice and you accept it in principle, the next document produced […]
Completion day is not the end of your obligations. This guide covers every post-completion step after a dental practice sale: CQC registration changes, NHS contract novation (4–8 weeks), clinical transition obligations, restrictive covenant compliance, CGT self-assessment and BADR, DSO earn-out requirements, and TUPE employment liabilities. Know what you must do — and when.
When a dental practice sale is agreed and the buyer’s finance position becomes clear, a gap sometimes opens up between
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.
A complete guide to dental practice valuation in the UK — covering NHS contract multiples, private goodwill, EBITDA-based approaches, associate ratio impact, and what reduces practice value.
Heads of terms — sometimes called a heads of agreement or letter of intent — is the document that records
When a dental practice owner decides to sell, one of the earliest and most consequential decisions is whether the transaction
Due diligence is the period in a dental practice sale when the buyer examines everything they have been told about
Most sellers focus their attention on getting to completion. The transition period is what happens after completion — and for
A specialist dental solicitor handles three regulatory processes no general commercial solicitor understands: NHS contract novation (ICB application, four to eight weeks), CQC registration (twelve to twenty-four weeks, buyer applies during DD), and associate employment status risk (the most common post-completion warranty claim source). This depth guide covers NHS novation mechanics and interim period risk allocation, the CQC critical path, SPA dental provisions (NHS contract warranties, performer obligations, disclosure letter requirements, non-compete scope), TUPE for clinical and administrative staff, and why you must instruct before heads of terms — not after.