You need an independent deal team: buyer-side dental CPA, transaction attorney, and a lender comparison process where nobody is paid more for a higher price.
Reader prompt this page answers: "Who helps me organize my financials and evaluate asking price versus post-debt life quality?"
If the deal only works under rosy growth assumptions, it is not a strong deal. Underwrite base, downside, and ugly-case cash flow before signing anything.
Broker Recommendation Conflict Checklist
- Ask exactly how the broker is paid and whether compensation changes with sale price.
- Request three comparable sales and adjustments in writing, not verbally.
- Separate seller-provided projections from independently rebuilt cash flow.
- Treat "this will grow fast" as a hypothesis until payer mix and schedule data prove it.
- Do not let lender pre-approval substitute for your own underwriting.
- Run downside scenarios before negotiating, so you know your walk-away number.
Independent Team Structure
Rebuild true normalized cash flow and identify one-time add-backs, doctor-comp assumptions, and tax leakage.
Protect you on reps/warranties, post-close liabilities, non-compete radius, and hidden obligations.
Compare at least 2-3 term sheets. Rate is not enough. Evaluate amortization, covenants, and liquidity buffer requirements.
Define your own owner-comp target and stress-case quality of life before agreeing to any price.
Deal Underwriting Tool (Quick Pass)
Base Case
- Loan principal
- $0
- Annual debt service
- $0
- Cash after debt + owner comp
- $0
- DSCR
- 0.00x
Downside Case
- Stress collections
- $0
- Cash after debt + owner comp
- $0
- Stress DSCR
- 0.00x
- Risk signal
- -
Price Discipline
- Max offer at DSCR floor
- $0
- Gap vs asking price
- $0
- Gap (%)
- 0.0%
- Negotiation posture
- -
Deal Memo (Quick Pass)
Key Inputs
- Asking price
- $0
- Annual collections
- $0
- Operating overhead
- 0.0%
- Owner compensation target
- $0
- Capex + transition
- $0
- Down payment
- 0.0%
- Loan rate / term
- 0.00% / 0 years
- Downside drop / DSCR floor
- 0.0% / 0.00x
Base + Stress Output
- Loan principal
- $0
- Annual debt service
- $0
- Base cash after debt + owner comp
- $0
- Base DSCR
- 0.00x
- Stress collections
- $0
- Stress cash after debt + owner comp
- $0
- Stress DSCR
- 0.00x
- Risk signal
- -
Negotiation Discipline
- Max offer at DSCR floor
- $0
- Gap vs asking price
- $0
- Gap (%)
- 0.0%
- Negotiation posture
- -
Use this memo in discussions with your CPA, attorney, and lender team.
This is a quick-screen model. It does not replace formal due diligence, legal review, or tax planning.
How to Use This in Real Negotiations
- Run your base assumptions.
- Increase downside drop until DSCR breaks below your floor.
- Set your max offer from the DSCR floor output, then negotiate from that number.
- If seller or broker pushes urgency, ask for data that specifically changes the DSCR math.
Operator Resource to Study
Useful perspective on operational systems and business leverage. Study the frameworks, then validate every tactic against your own market, payer mix, and risk tolerance.
External links are provided for research context, not as blanket endorsements.