40 min
Must-Have vs. Nice-to-Have: Shaping the Terms of Your LOI The Dental Practice Sale
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- Management
The letter of intent or LOI is a legal document that outlines the preliminary terms of a proposed offer to acquire a dental practice.
So, what are the terms every LOI should include in a dental practice sale? And what are the optional terms buyers and sellers might want to consider?
On this episode of The Dental Practice Sale Podcast, your hosts Wes Read and Matt Odgers continue their conversation on LOIs, explaining why any potential deal breakers should be included in the letter of intent.
Matt walks us through his ten mandatory terms, discussing how to address purchase price and payment terms in an LOI and offering advice on including a due diligence timeline and provision for termination of the letter of intent.
Listen in for insight on when to consider adding provisions for escrow, exclusivity or seller workback in your LOI and learn how to decide what terms to include in the letter of intent for your dental practice transaction.
Topics Covered[0:13] The 10 mandatory terms every LOI should have in a dental practice sale
[1:13] Why most dental practice transactions are asset sales vs. stock sales
[7:34] Why a seller might exclude certain assets and how to address that in the LOI
[8:53] Determining the purchase price, payment terms and closing date in an LOI
[12:34] Matt’s advice on including a due diligence timeline in your LOI
[15:34] How banks and landlords hold up dental practice sales and what to do about it
[20:28] The default non-compete agreement Matt sees in most LOIs
[23:02] Why it’s crucial to include a provision for termination of the letter of intent
[24:28] When to include a confidentiality agreement and when it’s not necessary
[25:47] When to consider provisions re: a deposit and escrow in your LOI
[31:37] Why it’s optional to break down the purchase price across tangible and intangible assets
[33:07] How to decide whether to agree to exclusivity in your letter of intent
[35:14] Why Matt suggests leaving rework and retreatment out of the LOI
[36:11] When to include seller workback and seller carryback in your letter of intent
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email wes@practiceorbit.com, matt@practiceorbit.com or drew@practiceorbit.com
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
Resources UCC Filings
The letter of intent or LOI is a legal document that outlines the preliminary terms of a proposed offer to acquire a dental practice.
So, what are the terms every LOI should include in a dental practice sale? And what are the optional terms buyers and sellers might want to consider?
On this episode of The Dental Practice Sale Podcast, your hosts Wes Read and Matt Odgers continue their conversation on LOIs, explaining why any potential deal breakers should be included in the letter of intent.
Matt walks us through his ten mandatory terms, discussing how to address purchase price and payment terms in an LOI and offering advice on including a due diligence timeline and provision for termination of the letter of intent.
Listen in for insight on when to consider adding provisions for escrow, exclusivity or seller workback in your LOI and learn how to decide what terms to include in the letter of intent for your dental practice transaction.
Topics Covered[0:13] The 10 mandatory terms every LOI should have in a dental practice sale
[1:13] Why most dental practice transactions are asset sales vs. stock sales
[7:34] Why a seller might exclude certain assets and how to address that in the LOI
[8:53] Determining the purchase price, payment terms and closing date in an LOI
[12:34] Matt’s advice on including a due diligence timeline in your LOI
[15:34] How banks and landlords hold up dental practice sales and what to do about it
[20:28] The default non-compete agreement Matt sees in most LOIs
[23:02] Why it’s crucial to include a provision for termination of the letter of intent
[24:28] When to include a confidentiality agreement and when it’s not necessary
[25:47] When to consider provisions re: a deposit and escrow in your LOI
[31:37] Why it’s optional to break down the purchase price across tangible and intangible assets
[33:07] How to decide whether to agree to exclusivity in your letter of intent
[35:14] Why Matt suggests leaving rework and retreatment out of the LOI
[36:11] When to include seller workback and seller carryback in your letter of intent
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email wes@practiceorbit.com, matt@practiceorbit.com or drew@practiceorbit.com
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
Resources UCC Filings
40 min