You built your practice from the ground up. You know the patients by name, you know which hygienists have been there the longest, and you know what the practice is worth to you. 

What’s harder to know is what it’s worth to a buyer. 

Dental is one of the most actively transacted sectors in healthcare mergers and acquisitions (M&A) right now. If a Dental Service Organization or private equity-backed group has reached out to you directly, it’s not a coincidence. Buyers often have teams dedicated to identifying and approaching attractive practices before they come to market. 

An unsolicited offer can feel like validation – and in some ways it is. But it is also a sales strategy, and you are on the receiving end. 

Buyers complete multiple transactions per year. Most practice owners will sell once in their lives. The buyer's team has seen every version of this deal before. Yours has not. That experience gap matters. 

Buyers who approach sellers directly can also assume they have no competition, and they negotiate accordingly. Without that pressure, there is no incentive to put their best offer forward. They can present an appealing initial number, move you into exclusivity through a letter of intent (LOI), and then use the quality of earnings (QofE) review as leverage to revise terms downward once you’re committed. 

This is not hypothetical. It’s a well-documented pattern in healthcare M&A. 

The most effective response to unsolicited interest is not to reject it. Instead, use it as evidence that your practice has value, then partner with an M&A advisor – ideally one with experience in the healthcare industry and especially in dental practices – to run a process that puts that value to the real test. When multiple qualified buyers are pursuing your practice simultaneously, price and terms both improve, and you retain the ability to walk away if the right deal does not come together. Accepting an LOI from the first buyer who calls, without that process, is one of the costliest decisions a dental practice owner can make. 

So what else could cost you in the selling process? What could make the deal fall through entirely? Here are the top reasons I’ve seen deals go south. 

Mistake 1: Waiting Until You’re Ready to Retire

The most common and most costly mistake is waiting too long. By the time most practice owners are emotionally ready to exit, their timing is already working against them. Buyers want confidence that revenue will hold after the transition. If you plan to step back immediately after closing, that confidence disappears. Owners who build a realistic post-sale runway into their plans consistently command better outcomes. 

Mistake 2: Overestimating Value Before Understanding the Market

Practices are worth what qualified buyers are willing to pay, and that number is grounded in documented, defensible financial performance – not potential or anecdotal comparisons to other deals. The most effective way to discover and maximize your value is to invite multiple buyers into a structured process simultaneously. Competition creates leverage. 

Mistake 3: Going to Market Without Clean Financials

Many dental practices are managed for tax efficiency, which makes operational sense but creates real problems in a transaction. Buyers examine financials on an accrual basis with a level of scrutiny most practice owners have never encountered. Practices that are not prepared often see their adjusted EBITDA shrink during due diligence, which directly reduces the offer. In some cases, discrepancies discovered late in the process cause buyers to retrade terms or walk away entirely. Completing a sell-side QofE review before going to market surfaces issues before buyers do, and gives buyers confidence in the numbers. 

Mistake 4: Ignoring Tax Planning Until It’s Too Late

Most practice owners don’t engage seriously with tax planning until they’re deep in negotiations, by which point the decisions have largely been made for them. Whether a transaction is structured as an asset sale or a stock sale has a significant impact on what you actually take home. Asset sales, which are more common in dental M&A, are generally taxed less favorably for sellers. The difference can easily run into hundreds of thousands of dollars. Bringing a tax advisor in early – before you go to market – gives you time to understand the implications of different structures and, where possible, plan around them. 

Mistake 5: Building a Practice That Only Works With You In It

If your practice cannot function at a high level without you actively seeing patients, managing the team and driving production, buyers will price that risk into their offers. Documented processes, a capable office manager and a clinical team that is not wholly dependent on the owner are all signals that the business is transferable. Practices that have made these investments attract more buyers and command better multiples. 

These mistakes are only the top five I’ve seen. There are many more missteps a dental owner can make if they don’t partner with an advisor they can trust. That’s a big reason I co-founded my M&A firm, VERTESS. We work exclusively in healthcare deals. Our team has sat on both sides of the table. I myself have founded, led and sold my own healthcare company. That experience shapes how we guide dental practice owners through every stage of a transaction, from the first conversation about value to the close. 

If you’re beginning to think about selling your practice, now is the time to start interviewing M&A advisors to find one you can trust.