The DSO Sale-Readiness Checklist
Before a DSO offer lands, know exactly where your practice stands, and fix the gaps on your own timeline.
WHAT YOU GET
- A 20-point self-assessment across books, earnings, deal terms, tax, and advisory
- Plain-English explanations of what each item means to a buyer
- The prep runway that protects your leverage, phase by phase
- The six questions to ask before you sign an LOI
Get the checklist
WHAT'S INSIDE
The 20 things buyers check, in five parts
Five parts, twenty checks. Tick them on screen or print it. Every one is something a buyer's deal team will scrutinize, and something you can get ahead of on your own timeline, long before an offer lands.
- Clean books & financials
- Your true earnings power
- The real deal terms
- Tax & legal readiness
- An advisor in your corner
THE FULL CHECKLIST ALL 20
01 Clean books & financials
- Monthly close current; cash vs. accrual reconciled
- Consolidated P&L across all locations and entities
- Personal and business expenses fully separated
- 3 to 5 years of financials and tax returns
02 Your true earnings power
- Adjusted EBITDA with documented add-backs
- Owner compensation normalized to market
- Profitability visible by location and provider
- Quality-of-earnings-ready documentation
03 The real deal terms
- A current, defensible practice valuation
- After-tax, after-debt net proceeds calculated
- Cash-at-close vs. rollover vs. earnout modeled
- Employment and noncompete terms understood
04 Tax & legal readiness
- Entity structure reviewed for a sale
- Contracts, leases, licenses, and provider agreements organized
- Multi-state tax exposure assessed
- Tax impact of deal structure modeled
05 An advisor in your corner
- Independent advisor engaged, not just a broker
- Diligence document room started
- Benchmark for competitive terms in hand
- A walk-away number set before you negotiate
Sale-readiness is a two-year head start, not a last-minute scramble
60–85%+ of a DSO deal is usually cash at close. The rest is rollover equity and earnouts you may not see for years, so know your real take-home before you sign. (TUSK Practice Sales, Q3 2026)
5–9x is what buyers may pay on EBITDA today, and advisors expect that to compress toward 4–6x. Debt, taxes, and a two to five year employment agreement shrink it further. Model your net first. (TUSK Practice Sales, Q3 2026)
20 checks are all that stand between you and a clear, honest read on where your practice really stands before an offer ever lands.
SOURCES
TUSK Practice Sales, Q3 2026 Dental Market Report, via Dentistry Today
Northstar Financial Advisory, Selling a Dental Practice to a DSO Checklist
Watson Brown and Practice Transitions Group, sale preparation runway, 2026
McLerran & Associates, Unpacking DSO Deal Structures