24 Steps In Practice Sale Process
For the typical practice, the sale process is long and its complexity exceeds what most sellers expect before beginning the process. The steps of the process that must be accomplished by you, or by your practice broker or transition consultant if you utilize one, include the following:
1. Advance Planning
Determine your financial objectives, time-frame for retirement, and ongoing income needs. Analyze your practice, the type of buyer it will require, and the type of transition structure that will be required to meet your financial objectives and to make the sale and transition feasible for the buyer. Ideally, this should be accomplished 2 to 5 years before your anticipated sale date. If this 2 to 5-year window has passed, it’s now time for your sale, and you did not plan in advance, then all of the factors that would have been considered in advance planning must be quickly considered now, before determining your sale structure and beginning the marketing and advertising of your practice.
More information on each of these services follows below.
For Additional Information
2. Practice Information And Data Collection
3. Practice Appraisal
4. Sale And Transition Structure Selection
Determine the correct sale and transition structure to:
- Achieve your financial objectives.
- Make the purchase and transition feasible for the buyer.
- Minimize the taxation on your sale proceeds.
5. Taxation Estimate
With your practice’s value and likely selling price range now known, consult with your accountant to determine the amount of taxes that may have to be paid on your sale price.
6. Marketing Plan
Develop a marketing/advertising plan that is consistent with the chosen sale and transition structure and that is directed at the type of buyer that is best suited for your sale and transition structure.
7. Practice Information Package
Prepare a comprehensive practice information package to provide to inquiring dentists. Parts of this package will also be needed by the buyer’s accountant and bank. Create a PDF file that can be easily and quickly sent to inquiring buyer prospects.
8. Establish Buyer Inquiry System
In response to your ads, will buyers be instructed to call you, email you, contact you by mail, contact your broker, etc.?
Place ads or use direct mail to advertise your practice. Repeat or continue as may be necessary.
10. Prospect Screening
Screen prospects that inquire to make sure that they match the opportunity, are qualified and obtain a confidentiality agreement from those who are to then receive practice information packages.
11. Provide Practice Information
If the prospect seems to qualify and match based on the returned confidentiality agreement and questionnaire, provide the comprehensive practice information package for review before consideration of arranging a meeting. Buyers will expect that this package can be sent by email.
12. First Follow–Up
Follow up with a prospect after he/she has a reasonable time to review practice data. Further, develop his/her interest if it then exists and answer further questions. Rule out the prospect if there is not significant interest.
13. Office Visit/Seller Meeting
If the prospect seems to have a degree of serious interest, arrange a visit for the prospect to see the practice and talk with you.
- At this time, keep staff uninformed. Schedule the visit on your day off, evening, or weekend.
- Address questions that the prospect has.
- Tour your facility.
- Tell them about your town or area of the city or give them a short driving tour.
- Discuss your practice philosophy, what your practice is like, what your patients are like, what your treatment mix is like, what your staff is like, etc. Give them a real feel for your practice and your practice style.
14. Second Follow-Up
Follow up with the prospect after the visit.
- See what questions he/she then has, or what additional information he/she wants to see.
- Stay in touch, rule them out for lack of serious interest, or confirm that he/she has serious interest and would like to buy the practice.
15. Major Issue Negotiation Phase
Negotiate major issues such as:
- Purchase price.
- Lease or rent factors, or office building purchase price.
- Compensation formulas (associate salary calculation formulas), if the buyer will work for you prior to the sale, or if you’ll work for the buyer following the sale. (Depending on your sale structure, these may not be factors.)
- Any other major factor related to your specific sale and transition.
16. Explain Remaining Steps/Process
If the prospect then wants to purchase the practice at the verbally negotiated terms, explain the basic steps of the process that will follow and the timetable for each.
17. Obtain Buyer Purchase Loan
Help the prospective buyer find a source for the purchase loan, and assist with the application process as needed. Obtain a loan approval and a loan commitment letter from the buyer’s bank. (If the buyer will work for you for a long period of time as an associate before the sale closes, it won’t be possible to get a loan approval far in advance of the sale. In such case, request financial information and credit report information from the buyer so that you can judge the potential for the buyer to get a loan in the future.)
18. Plan For Seller Debt And Lien Releases
For the intended closing date, obtain loan payoff amounts from your banks or lenders for any practice related debt that you may have and that will have to be paid-off from sale proceeds at the closing in order to provide the buyer with clear title to the assets you’re selling. A lien search [UCC filings] should be performed to make sure that there are no old liens on your practice’s assets that you don’t know about that are from your previously paid-off loans for which the banks failed to file lien releases.
19. Sale Contract Development
Develop and sign sale contracts and documents.
– Develop draft #1 of all sale-related documents. Depending on your sale and transition structure, they may include such documents/agreements as:
- Asset Purchase Agreement: the sale contract itself, Including the attached covenant not to compete and other required exhibits.
- Lease Or Real Estate Sale Contract: if you own your office space and are leasing or selling it to the practice buyer. (If you do not own your office space, have your buyer work with your landlord to develop a lease agreement for the buyer. You may need to assist in negotiations.)
- Employment Agreements: if the buyer will work for you before the sale, or if you’ll work for the buyer following the sale, employment agreements are required.
– Review draft #1 of all documents. Discuss them with your attorney and accountant. They should be revised, as needed at this point, to make them fully acceptable in all ways to you, your accountant, and your attorney.
– Present the documents to the buyer for his/her review, and for review by the buyer’s attorney and accountant, or consultant or other advisors that the buyer may utilize.
– Follow up with the buyer to see what he/she may want to be changed in the documents or what his/her attorney wants changed.
– Negotiate issues as needed.
- Negotiations may need to be between you and the buyer in regards to issues that either of you personally don’t agree on.
- You may need your accountant and attorney to communicate with the buyer’s accountant and attorney to resolve issues that they do not agree on. Actively communicate with your accountant and attorney during this process and participate in decisions.
- If you’re using a broker or transition consultant, he/she can form the hub of these communications buffering any conflict between buyer and seller, the two attorneys, or the two accountants, working to mitigate differences, seek resolutions to problems, and arrive at agreements acceptable to all involved.
– If and when all issues are resolved, the final draft of all documents is then prepared and signed.
20. Pre-Sale Closing Preparations And Contingency Fulfillment
Take care of all things that must be accomplished by the buyer, seller, accountants, banks, and others before the sale can close. Some of the contingencies may be contained in the sale contract or there may be ones specified by the buyer’s bank loan approval terms. Each sale and transition is different and will have different contingencies. There can be others, but common contingencies include:
- Buyer will have to have documentation of insurances for his bank or lender, which may include contents insurance on dental equipment, life insurance, disability insurance, and general business liability insurance. The buyer’s bank may require that life and disability insurances be assigned to them to cover loan payments if needed.
- If doing so before the sale closing, the buyer must complete the formation of his/her corporation or Limited Liability Company.
- Advance preparations for practice management software transfer as of the closing of the sale. (Don’t actually transfer anything to the buyer until the sale closes.)
- Write and schedule mailing of any patient notification letters as may be required by the sale contracts.
- Buyer’s introduction to your staff, as may be prescribed by the sale contracts.
- etc, etc.
21. Coordinate With Bank
Coordinate the closing with the buyer’s lender.
- Make sure the buyer has fulfilled all of the lender’s pre-closing requirements.
- Establish the closing date and time.
- Establish how funds will be provided to you at closing and how, if any exist, the payoff will be made from funds at the closing to any bank or lender that you have outstanding loans with for which there are liens on your practice’s assets.
22. Conduct Closing
Any office space leases or real estate sale contracts should be signed or closed concurrently with the practice sale closing.
23. Possession Transfer
Possession of the practice transfers to the buyer.
24. Post-Closing Actions
These are acts that need to be completed on the day of closing or immediately thereafter. These include, but are not limited to, such things as:
- Utility transfers.
- Telephone transfers.
- Software transfers.
Preliminary arrangements for many of these types of actions must be made prior to the closing of the sale so that the required forms are complete and ready, and filing them with the appropriate parties can then be completed quickly, with no unanticipated problems.
Experienced Assistance Is Available
If you utilize the guidance and assistance of an experienced practice broker or sale/transition consultant, many of the above steps will be performed for you and you should receive help with and guidance for those few that you must perform yourself.