In the world of orthodontics, timelines are extremely important. From day one, patients ask, “How long will I have to wear my braces?” As a doctor you provide your best estimation, stating if all things go as planned AND you are compliant, things should stay on time.
In the world of practice valuation and transitions, the second question asked by many doctors (after the total cost of the transaction) is: “How long will my orthodontic practice transition negotiations take?” At Bentson Clark & Copple we tell orthodontists to allow about 6 months, 90 days for a valuation study and another 60 to 90 days for any negotiations and documents.
You’ve identified the candidate; they have reviewed the prepared practice valuation and physically visited the practice. You want to move forward. You have likely discussed the transaction on a high level, and you are now delivering the terms of the proposed transaction to your candidate. The terms are typically delivered in a document called a “term sheet” or “letter-of-intent.” This is usually a five-to-seven page document that outlines the asset allocation of the purchase price (for tax purposes), association periods and compensation for both doctors before and after closing, remedies for breach, non-competes or liquidated damages, how retreatment issues will be addressed, real estate matters, financing terms, and certain representations and warranties by both buyer and seller. This document will be the road map for the attorney to draft legal, definitive documents. Typically, a cash-flow pro-forma is presented in conjunction with the terms so that both parties have a financial illustration of how the transaction relates to their expected income over a period of years.
An open, back-and-forth dialogue between both parties is expected as terms are agreed upon. We suggest that both parties have knowledgeable representation during this stage of the transaction. There are companies that encourage the idea of representing both parties, but Bentson Clark & Copple suggests that both parties seek separate counsel, as there are definite financial conflicts on almost each deal point in a transaction.
However, be aware of pitfalls during this process. A “my way or the highway” attitude is likely not practical. The fairest spot or win-win most commonly occurs with both sides feeling a similar degree of discomfort. On the other hand, giving too many scenarios or too many different ideas of how to get to agreement often confuses one or both parties to the point of not being able to make a decision. Paralysis by analysis can happen on both sides of the transaction. Careful is good, but if you miss seeing the forest for the trees, the transaction can die, and an opportunity for both buyer and seller could be missed.