You Got an Unsolicited DSO Offer. The First Five Things to Do

August 28, 2026

An owner forwarded me an email chain last year. Three messages long, top to bottom.

The first was the approach. Friendly, complimentary, signed by someone in “partnerships.”

The second was his reply. Somewhere in the middle of a perfectly polite paragraph he had written a number.

Everything that happened over the next four months happened underneath that number. He never got above it.

He had set his own ceiling on a Thursday evening, in about ninety seconds, before he knew what his practice was worth.

That is the whole reason this page exists. The first two weeks after an approach are cheap to get right and expensive to get wrong, and almost none of it is about the price.

Key takeaways

Never answer with a number. The first figure spoken in any negotiation becomes the anchor everything else is measured against, and in a direct approach that figure is almost always yours, given away for free.
Find out what you actually received. A conversation request, an indication of interest and a letter of intent are three different instruments with three very different consequences.
Signing exclusivity ends the auction before it starts. A non-disclosure agreement can also carry no-shop, non-solicit and standstill language that has nothing to do with confidentiality.
You cannot judge an offer until you know your adjusted EBITDA. Until then you are comparing a headline number against a feeling.
Tell almost nobody yet. Your attorney, your CPA and your spouse. Not your team, not your landlord, not the study club.

If a DSO has approached you directly: do not reply with a price. Send a short holding response, then work out whether you received a conversation request, an indication of interest or a letter of intent.

Sign nothing, document your adjusted EBITDA, and find out what other qualified buyers would pay before you negotiate with the one who called.

Why the letter arrived at all

Nothing about this is personal. It is not a compliment either.

It is arithmetic, and the arithmetic sits in public documents anybody with a subscription and a Tuesday afternoon can pull.

Private practice ownership has been falling for two decades. The share of US dentists in private practice ownership went from 84.7% in 2005 to 72.5% in 2023, per the ADA Health Policy Institute.

The buyers on the other side of that shift are numerous, well capitalized, and systematic about finding you.

A DSO is a dental support organization. It is the management company that owns the non-clinical side of a practice and handles everything outside the operatory, while a licensed dentist keeps ownership of the clinical entity.

That split is not a marketing choice. Most states restrict who may own or control a dental practice under the corporate practice of dentistry doctrine, and the structure exists to work inside those rules.

Becker’s Dental Review tracked more than 200 DSO affiliations in 2025, and reported that 69% of DSOs said their private equity sponsors expect a moderate or high increase in acquisition activity heading into 2026.

Then there is your age bracket. Becker’s has reported that several states now have more than 40% of active dentists aged 55 or older, and ADA HPI data show the average retirement age climbing to 68.7 in 2024 from 64.7 in 2001.

Someone with a spreadsheet cross-referenced your license year, your location, your operatory count and your payer mix. You came up.

That is the entire mystery.

Owners tend to read the letter one of two ways. Either somebody finally noticed how good the practice is, or something predatory is circling.

Neither is true. A well-funded buyer ran a list and you were on it.

Approaching owners directly is normal, legitimate, and every buyer in the market does it.

Step 1: Do not reply with a number

Here is the mechanic that costs owners the most money, and it takes about ninety seconds to trigger.

The buyer asks what you have in mind. You answer.

You answer honestly, because you are an honest person, because the question was asked warmly, and because saying nothing feels like a small rudeness you would not commit in any other conversation.

From that moment your figure is the ceiling. Not the floor.

Every subsequent conversation is a negotiation downward from a number you invented under no pressure and with no data.

The owner in that email chain said he would “probably need around $4 million.” He had done no work to arrive at it. It was roughly what a colleague had told him a practice like his went for.

Four months later he was still arguing about whether $4 million was achievable. Nobody in the room had asked the actual question, which was what several competing buyers would have paid.

So say nothing about price. Not a range, not a “well, north of,” not a joke about retiring to Florida.

What to say instead

You do want to reply. Silence is read as either disinterest or naivety, and both cost you optionality later.

A holding reply does three things: it keeps the door open, it commits to nothing, and it moves the burden of disclosure onto them.

Hi [Name] — thanks for reaching out, and for the kind words about the practice.
I’m not in a sale process right now and I’m not putting a number on it. If you’d like to send over some information about your group and how you typically work with owners, I’ll read it.
If anything changes I’ll be in touch.

That is it. No price, no timeline, no financials, no commitment.

Then notice what comes back. A buyer who sends a thoughtful overview of their structure and their doctors is behaving one way.

A buyer who responds by asking for three years of production reports is behaving another.

Both are fine. But the second one tells you they are pricing, not courting, and you should not be feeding numbers into a pricing exercise you have not prepared for.

Step 2: Work out what you actually received

Owners use “offer” for all of it. The instruments are not the same, and the differences matter enormously.

What you received	What it actually is	What it commits you to	What to do about it
A conversation request	An email or call proposing a chat about “partnership.” No numbers, no terms.	Nothing at all.	Reply politely. Give no financials. Ask questions.
An indication of interest	A preliminary, non-binding letter naming a rough value range, usually estimated from collections and an assumption about your profit.	Nothing on price. Occasionally something on confidentiality or exclusivity, buried below the signature line.	Read the bottom third carefully. That is where the binding language lives.
A letter of intent	A detailed non-binding offer setting out price, deal structure, your post-closing employment, diligence and closing conditions.	The price terms are usually non-binding. The exclusivity, confidentiality and expense provisions generally are binding.	Do not sign it without counsel, and not before you know what else the practice would attract.

An indication of interest is a first pass. It tells you roughly what a buyer thinks the practice is worth so the conversation can continue.

It is also built on very little. Sometimes on nothing but your Google reviews and a guess at your collections.

A letter of intent is the real hinge. Mandelbaum Barrett describes it as the first formal step in a dental transaction and also one of the most misunderstood, which matches everything I have seen.

The misunderstanding is this. Owners read “non-binding” at the top and relax.

But the LOI is where exclusivity gets granted, and exclusivity is very much binding. The purchase price is a proposal.

The no-shop clause is a contract.

One more thing about the price in an LOI. It is a headline, and headlines in this market are assembled from parts.

Becker’s reported in 2026 that very few DSOs are giving more than 65% to 70% cash at close, and that more groups are now requiring a minimum five-year post-closing employment term. Neither of those facts is usually in the first email.

Step 3: Sign nothing yet

There are two documents a buyer may put in front of you early, and both deserve a lawyer before a signature.

Exclusivity, sometimes called a no-shop. You agree not to solicit, entertain or negotiate with any other buyer for a defined window while diligence runs. In practice these windows commonly run 30 to 90 days, and they get extended.

Think about what that does. You have one bidder, contractually, during the exact period when your practice is most attractive and most in play.

The buyer knows it. Their price does not need to improve, because there is nothing for it to improve against.

Whatever leverage you had, you signed it away in exchange for the privilege of being looked at.

I am not saying never grant exclusivity. Late in a real process, to a chosen buyer, after competing terms exist, it is a reasonable thing to give.

Granting it in week two, to the only buyer you have ever spoken to, hands over the one thing that was going to move your price.

The non-disclosure agreement. This one looks harmless. That is the problem.

An NDA is a normal and sensible instrument. Before you disclose anything real, you want confidentiality running in both directions.

The trouble is that the document you get sent is rarely just a confidentiality agreement. Read every clause, including the boilerplate.

Holland & Knight’s guidance on NDAs makes one point worth carrying into this. The term should match the life expectancy of the information it protects, and what counts as confidential can be drafted broadly or narrowly.

Things I would specifically look for before signing:

Is it mutual? Your financials are confidential. So is the fact that you are talking at all, and anything they tell you about their capital structure.
Is there a standstill or no-shop hiding in it? Language limiting who else you may speak with does not belong in a confidentiality agreement. It appears there anyway.
Which way does the non-solicitation clause run? A clause stopping you from hiring is very different from one stopping them from hiring your associate.
How long does it run, and what happens to your data at the end? You want a return-or-destroy obligation with written confirmation.
Does it name your advisors as permitted recipients? If your CPA and attorney cannot see the information, the agreement is unworkable.

The ADA’s own guidance is blunt about this: have a lawyer who does dental transactions review the documents. Not your cousin who does real estate closings.

A note on urgency, because it always shows up. Treat any deadline attached to an approach as a tactic rather than a fact.

Practices worth buying in October are still worth buying in January.

Step 4: Establish your adjusted EBITDA before you value the offer

You now have a number sitting in your inbox. You cannot tell whether it is good, because you do not yet know what it is a number of.

Buyers price adjusted EBITDA, which is what the practice earns in pure operating profit after paying a market-rate dentist to do the work you currently do yourself.

Dentists think in collections and overhead percentage. Those are not the same measurement, and they do not convert casually.

I have written the full bridge elsewhere and there is no sense repeating it here. If you have not done that arithmetic, start with what your dental practice is actually worth before you go any further with the buyer who called.

What you can usefully do in week one is gather the raw material. None of it goes to the buyer yet.

It goes to you and your CPA.

Three years of production and collections, by provider, with hygiene separated out.
Three years of profit and loss statements plus tax returns, so the two can be reconciled.
A list of every personal or one-time expense running through the practice, with the amount and the year.
Your own compensation, split honestly between what you earn for producing and what you take as the owner.
The lease — remaining term, options, assignment clause, and whether you or an entity you control owns the building.
Employment and associate agreements, including any that exist only as a handshake.

That last category is where deals get repriced. A buyer’s accountants will find the associate who has worked there eleven years on a handshake, and nobody on their side will treat that as charming.

Do this quietly. Do it now.

The work takes a few weeks, and it is the only thing that turns the letter from a mystery into a comparison.

Step 5: Find out who else would want the practice

A single offer is not information. It is one dot on an empty chart, and you have no idea whether the rest of the distribution sits above it, below it, or somewhere you never thought to look.

The buyer who contacted you is not competing with anyone. That is not a criticism, it is a description.

No buyer opens above what the situation requires, and the situation currently requires very little.

The same group, bidding against three others who also want your practice, behaves differently. Nothing about them changed.

The leverage did.

And the pool is much wider than most owners think. The ADSO alone counts more than 80 member companies, supporting over 15,000 dentists at more than 8,500 practices across 48 states, and Becker’s 2026 roster names more than 50 DSOs worth knowing.

Most owners can name four. Two of the three largest are not even buyers of existing practices: of the biggest DSOs, Heartland Dental grows substantially through acquisition, while Aspen Dental and PDS Health grow primarily by opening new offices.

Regional platforms are frequently the interesting ones. A group filling a gap in a market it already runs gets density and shared costs out of your practice.

A national group adding a scattered location gets neither, and prices accordingly.

You will not discover any of that by talking to one buyer. There is a full picture of who is actually buying dental practices worth reading before you decide the letter in your hand represents the market.

Creating that competition is what the Elite Selling System is built to do. We hand-select and vet every buyer who gets to bid on your practice, the way a doorman with a velvet rope lets in only the right people.

Then we run a private competitive window inside that vetted group.

The price moves. But the terms move further, and terms are where most of the regret lives.

How much is cash. How long you stay.

What your schedule looks like. What happens to your team.

Whether the earnout targets are reachable by someone who no longer controls the inputs.

All of that is negotiable when another bidder might win it. Almost none of it is when nobody else is at the table.

Dental practice financial records on a desk

Who to tell, and who to keep out of it for now

This is the part owners get wrong out of decency rather than carelessness. They tell people because it feels dishonest not to.

Tell now: your spouse or partner, a dental transactions attorney, and your CPA. That is the whole list.

Do not tell yet: your team, your associates, your landlord, your lender, your study club, your dental rep, or the colleague who sold last year and has opinions.

The reasons are practical.

Staff. Nothing you say will land the way you mean it. “I’m just exploring” is heard as “he is selling and I should look around.” You will lose people during the exact months a buyer is measuring your stability, and staffing is already the constraint in most practices.

Associates. An associate who learns you are in conversation has a decision to make about their own future, and their agreement with you may be thinner than you remember. If retaining them matters to the deal, and it usually does, that conversation happens on your timing with something concrete to offer.

The landlord. Nearly every practice sale needs the lease assigned or a new lease signed. A landlord who learns you are selling before you have negotiated your renewal has just been handed leverage over a transaction they were not part of.

Sort the lease first, on ordinary terms, then sell.

Your accountant is the exception that proves the rule. Loop them in immediately, but be specific about what you need. Tax structure and allocation decisions get made in the letter of intent and are very difficult to unwind later.

Now, the honest counterargument. The ADA has published a piece arguing the opposite case, that owners should be transparent with patients and staff rather than secretive, and that confidentiality mostly serves brokers.

I think that argument has real force in one scenario: a small practice transitioning to an associate or a local colleague, where the team’s endorsement genuinely helps and there is no competitive process to protect.

It has much less force in this one. In a multi-buyer process with well-funded bidders, information asymmetry is the seller’s asset.

Every buyer knowing your team is unsettled is worth real money to them and costs you the same amount.

Tell everyone generously, and tell them second. There is a moment after signing when transparency becomes an advantage rather than a liability, and getting the sequence right is not the same as being dishonest.

What the first two weeks actually look like

Sequenced, so you can stop deciding what to do next.

Days one to three. Send the holding reply. Identify which of the three instruments you received.

Do not sign anything, including an NDA.

Days three to seven. Call a dental transactions attorney and a CPA who has handled a practice sale. Ask the attorney to read whatever you were sent, including the parts that look like formatting.

Week one, quietly. Pull the six document sets listed above. Nothing leaves your office.

Week two. Work out your adjusted EBITDA properly, with the owner-production adjustment done honestly rather than optimistically.

Week two, in parallel. Find out what the practice would attract from several qualified buyers. This is the step that determines the outcome, and it is the one owners skip.

Only then. Decide whether to engage with the buyer who contacted you, on terms and on a timetable that are yours.

Nothing in that list is urgent in the way the letter implies. Owners who begin preparing well ahead consistently end up with more options and better numbers.

The full timeline for a dental practice sale is measured in months rather than weeks, for good reasons.

The two objections I hear every time

“If I bring in other buyers, this one will walk.”

They almost never do. A buyer who has already invested time identifying you, writing to you and getting you on the phone is not going to abandon that over the existence of competition they assumed existed anyway.

What actually happens is that they sharpen. Occasionally a buyer does decline to participate in a process, and that tells you something useful about how they intended to price you.

“They seem like good people and I don’t want to make this adversarial.”

They probably are good people. Most of the corporate development professionals in dentistry are straightforward, and plenty of owners have been genuinely happy with the group that first approached them.

Running a proper process is not an accusation. It is how you find out whether the good people are also offering good terms, which are separate questions.

I have watched an owner run a full process and then choose the first buyer who ever called her. She was delighted.

The difference was that she knew.

What to do next

If a letter is sitting on your desk right now, the sequence above is the whole answer. Reply without a number, work out what you were sent, sign nothing, document your adjusted EBITDA.

Then find out what the practice attracts when more than one qualified buyer is competing for it.

If nothing has arrived yet and you are within a few years of wanting out, the same preparation applies with less urgency and more upside.

The financial cleanup, the associate leverage, the lease term. All of it moves the number, and all of it takes time you currently have.

The one thing I would not do is compare a single offer against nothing and call the result a decision. That is not evaluating an offer.

That is accepting one.

We are glad to look at whatever you received and tell you plainly what we see, including when the answer is that the offer is fair and you should take it. That starts with a free, confidential practice value estimate.

Our fee varies depending on the value of the practice, and the engagement is success-based. If we do not get you a result, we do not get paid.

That arrangement tends to keep everyone honest about whether selling is the right move for you at all.

Frequently asked questions

Should I respond to an unsolicited DSO offer?

Yes, but without a price. A short reply that thanks them, declines to name a number and asks for information about their group keeps every option open and gives away nothing.

Silence reads as either disinterest or inexperience, and both weaken your position later.

What is the difference between an indication of interest and a letter of intent?

An indication of interest is a preliminary, non-binding letter naming a rough value range from limited information. A letter of intent is far more detailed, and typically contains binding exclusivity and confidentiality provisions even though its price terms are not binding.

Should I sign an NDA a DSO sends me?

Not without a dental transactions attorney reading it. NDAs in this market often carry clauses beyond confidentiality, including no-shop, standstill or non-solicitation language.

Check that it is mutual, names your CPA and attorney as permitted recipients, and has a defined term.

What does exclusivity do to my leverage?

It removes it. An exclusivity or no-shop clause bars you from negotiating with anyone else for a defined window, commonly 30 to 90 days and often extended.

Grant it before competing terms exist and your only buyer has no reason to improve anything.

How do I know if the offer is any good?

You cannot know from the offer alone. Convert it into a multiple of documented adjusted EBITDA, separate cash at close from rollover equity and earnout, read the employment agreement, then compare the whole package against what several qualified buyers would pay.

Should I tell my staff a DSO contacted me?

Not yet. Premature disclosure typically causes team departures during the exact period a buyer is assessing stability, and it hands leverage to anyone who learns of it.

Tell your spouse, your attorney and your CPA now. Everyone else after a deal is signed.

Do I have to respond by the deadline in the letter?

No. Deadlines attached to unsolicited approaches are negotiating tools, not constraints.

A practice that is attractive this month is attractive next quarter, and a buyer genuinely interested in it will still be interested after you have done your preparation.

Is it worth running a process for one practice, or is that only for groups?

Competition changes the outcome at almost any scale where several funded groups would plausibly bid. The larger and more associate-led the practice, the bigger the effect.

Below that threshold the question becomes which kind of representation fits, which is a different decision.

Sources

Practice ownership, workforce and retirement data

American Dental Association Health Policy Institute. “Practice Ownership Trends in Dentistry: A New Look at Old Data.” ada.org
ADA Health Policy Institute. “Dentist Retirements Increase.” ada.org
ADA News. “More dentists affiliating with DSOs.” adanews.ada.org

Buyer pool, deal activity and 2026 market conditions

Association of Dental Support Organizations. “About ADSO.” theadso.org
Becker’s Dental Review. “200+ DSO affiliations in 2025: State-by-state breakdown.” beckersdental.com
Becker’s Dental Review. “69% of DSOs plan to boost acquisitions in 2026: Report.” beckersdental.com
Becker’s Dental Review. “How dental M&A is evolving in 2026.” beckersdental.com
Becker’s Dental Review. “52 DSOs to know: 2026.” beckersdental.com
Becker’s Dental Review. “What the 3 largest DSOs have been up to.” beckersdental.com
Becker’s Dental Review. “The big trends driving DSO growth in 2026.” beckersdental.com
Group Dentistry Now. “DSO Deal Roundup — July 2026.” groupdentistrynow.com

Transaction documents, NDAs and the letter of intent

Mandelbaum Barrett PC. “The Four-Phase DSO Transaction Process: What to Expect When Selling a Dental Practice.” mblawfirm.com
Mandelbaum Barrett PC. “A Guide to Selling Your Dental Practice to a Dental Service Organization.” mblawfirm.com
Mandelbaum Barrett PC. “The Essential Guide to Non-Disclosure Agreements.” mblawfirm.com
Holland & Knight. “Non-Disclosure Agreements and Trade Secrets: 12 Points to Consider.” hklaw.com
Cranfill Sumner LLP. “Selling Your Dental Practice to a DSO: What to Expect Before, During, and After the Deal.” cshlaw.com
Benesch, Friedlander, Coplan & Aronoff LLP. “Dental/DSO M&A.” beneschlaw.com

Owner guidance, confidentiality and regulation

American Dental Association. “What to Do When Selling a Practice.” ada.org
American Dental Association. “Do I need a lawyer when selling a practice?” ada.org
American Dental Association. “Shhhhh, I’m Selling My Dental Practice.” ada.org
US House Committee on Oversight. “Survey of State Laws Governing the Corporate Practice of Dentistry.” oversight.house.gov