MediEstates - Selling your dental practice? - What deal structures are available?
Selling your dental practice? - What deal structures are available?

Thinking of selling your dental practice? – What deal structures are currently available?

With the current acquisitions market being very buoyant and with record offers on practices being received, at the same levels if not higher than before Covid-19 hit the UK, it has made the deal structures for practice owners looking to sell more diverse than ever before, with a variety of different options available.

This stems from the activity of the corporates along with the multi-site practices owners, looking to grow their group and work with outgoing Practice owners.

There are many questions that contribute to how you would like the landscape view after sale, will you actually have sold your practice? Are you still tied to the liabilities, how long till you receive your full sale figure, can you transform from employer to employee if required? These largely depend on who buys your practice below is a summary of some of the most common types.

Here are some examples of deal structures


  • Sell all of the practice ownership and receive proportion of the total sale amount up front (usually 50 to 80 %).

    The remaining amount (usually the remaining 20 to 50%) is called the earn-out. Earn-out is usually associated with the following tie-ins:


  • Requirement to stay working in the practice to be a part of the transition process of moving the practice from your ownership to the ownership of the new buyer. This tie in period is usually 3 - 5 years. The longer you are tied in the more the risk is spread between you and the new owner. This could lead to a higher value being paid by the buyer for the practice.


  • Requirement to achieve certain ‘targets. These could be minimal or onerous so need to be considered as part of the overall price paid for the practice. These goals could be in the form of:
    - Achieving a turnover target
    - Achieving profit targets
    - Growing aspects of the practice eg. revenue streams, services etc.


  • Occasionally, practices with a high growth potential, the seller may be included in the ‘upside’ of the practice growth. This is most often the case with sellers who are 10+ years away from retirement and who still want to pursue business growth. This upside could be structured as a share of the profits, based on turnover or profit growth.


  • Sell all of practice ownership and walk away on day one.

    This is usually the case for practices sold to an independent buyer. These tend to be dental practices that have less than 3 surgeries, with turnover less than £750,000 and a selling price below £1M. There are some scenarios though where a Corporate or multisite owner will let the owner walk away on day one with all the proceeds paid up front.


  • Sell a proportion of practice ownership (10% up to 80%) and cooperate with the new co-owner in building the business.

    The new co-owner will bring skills, experience, knowledge or investment which will help the practice grow and develop further.


  • If you are selling a practice with other partners in the business, it is possible to negotiate a different deal for different partners in the business. This is usually the case when partners are of different generations and have differing ambitions and retirement plans.


Intricacies of each deal and each practice sale are different so while these are some of the more common deal structures on the market there are also others. Whenever you decide it is time to think about retirement, and this could be in your 20s, 30s, 40s or 50s it is never too late to ensure that your practice is professionally valued using evidence-based valuations.


MediEstates have been valuing practices for over a decade and the information from each transaction is part of the data used to value future transactions. As the largest dental practice broker in the UK market, we have our finger on the pulse and ensure you benefit from this experience. If you would like to find out more about any aspect of future planning, retirement sale or exiting your practice please get in touch with our experienced team.


Posted by: Dean Barker on

General Buyer Terms 

This agreement is in relation to MediEstates Limited whose registered office is at 1st Floor, Pacific House, Stanier Way, Wyvern Business Park, Derby, DE21 6BF acting for and on behalf of our clients ("the Vendors"); and yourself (Buyer's Name) in relation for an introduction to a prospective sale of a business as a going concern. By registering through this agreement I agree to all terms set out below:

  1. Definitions
    In this Agreement the following terms and phrases shall have the following meaning unless the context otherwise requires:

    Dental Practice business providing dental care. This business is under the MediEstates Ltd sale terms.
    Confidential Information
    Means the actual Vendors identity and all confidential information in respect of the Business, including, but not limited to, any ideas, business methods, prices, accounts, finance, marketing, research, development, manpower plans, processes, market opportunities, intentions, design rights, product information, customer lists or details, employees’ details, trade secrets, computer systems and software, and other matters connected with the products or services manufactured, marketed, provided or obtained by the Vendor, and information concerning the Vendor’s relationships with actual or potential clients or customers and the needs and requirements of such clients’ or customers’ operations.
  2. Obligation of Confidentiality
    The Prospective Purchaser agrees to treat as confidential, information supplied by or on behalf of the Vendor in connection with the sale of the Business.
  3. Exclusions
    The obligation of confidentiality set out in clause 2 does not apply to:
    1. any information received from a third party who was legally free at the time of disclosure to disclose it;
    2. any information which was already lawfully in the Prospective Purchaser’s possession prior to receiving it from MediEstates Ltd on behalf of the Vendor; and
    3. any information which is in its entirety already in the public domain.
  4. Duties of Prospective Purchaser
    1. The Prospective Purchaser shall take such a reasonable security measures to protect the Confidential Information and trade secrets.
    2. The Prospective Purchaser shall not, without the prior written consent of the Vendor, permit any of the Confidential Information:
      1. to be disclosed, other than in confidence to its legal or professional advisors;
      2. to be copied or reproduced;
      3. to be commercially exploited in any way;
      4. to be used for any purpose other than in connection with the prospective purchase of the Business;
      5. MediEstates is registered under the Data Protection Act 2018. Upon Signing this agreement you agree to follow the legal obligations of this act to protect the details of the information supplied to you, with it no to be passed outside of the control of you the prospective purchaser.
    3. The Prospective Purchaser agrees to keep a record of Confidential Information received.
    4. The Prospective Purchaser will return to MediEstates or the Vendor all documents containing Confidential Information and all copies of those documents on demand at any time which are in its possession or under its control, and for this purpose the term “documents” includes computer discs and all other materials capable of storing data and information. The Prospective Purchaser agrees that such documents remain the property of the MediEstates on behalf of the Vendor.
    5. The Prospective Purchaser must not jeopardise or re-direct the sale under any circumstances.
    6. The Prospective Purchaser must not contact the Local Area Team or CCG regarding any practice sale, by any means of media unless written permission is granted from the Vendor.
    7. To carry out own due diligence on practice purchases and accepts that any information MediEstates has supplied is information provided by the vendor and is not responsible for its accuracy or completeness.
  5. This Agreement
    The existence of this Agreement and its terms are confidential and neither MediEstates nor the Purchaser may disclose anything about this Agreement or its subject matter or implementation to any person other than in confidence to their legal or professional advisers.
  6. Duties of Prospective Purchaser
    When buying Dental practices, finance is normally needed. Our organisation operated over more than one of the MediHoldings brand, by completing this from you agree that the information can be shared to our other organisations to avoid the need to register independently and provide the best possible service.

    MediEstates will refer you to the specialist dental lending team and MediFinancial who will contact the necessary banks, whom have preferential healthcare lending rates in some cases, to ascertain which funding is available to you.
    By signing this agreement you do not have to use any of the banks MediFinancial contact, it is just another service which we provide.
  7. Deposit for Dental Practice
    If you are interested in putting forward a formal offer in for a practice, once the offer is accepted there will be a deposit required to secure the practice sale which is dependant of the practice size. This deposit is held in a client account and will be returned to the buyer on completion of the practice sale. You the buyer, will be required to sign a deposit schedule which will cover the buyer and the seller in the event that the practice sale does not proceed.
  8. Changes to this Agreement
    Any changes made to this agreement must be authorised and signed by one of MediEstates Ltd Directors.
Your shortlist contents will be included in this contact submission