Start planning your legacy with a confidential call.<\/a><\/p>\n Many successful practice owners hear the phrase \u201clegacy planning\u201d and assume it means drafting a will or naming a successor. In the context of a dental practice transition, it usually means something more operational: a multi-year discipline that often begins 3 to 5 years before a sale and aims to support the financial outcome of a major transaction while protecting what the owner has spent decades building.<\/p>\n The broker chosen at year zero can strongly influence the outcome at year five. A transactional broker who engages only when an owner is ready to list cannot easily correct years of suboptimal financials, undocumented add-backs, or heavy owner dependency that suppresses value. A legacy-planning broker starts working with owners years in advance, building a diligence-grade valuation, improving EBITDA, and creating the competitive conditions that support a stronger result.<\/p>\n This article outlines a phase-by-phase roadmap of what legacy planning can look like, explains the financial mechanics that often drive value, and offers a framework for evaluating whether a broker has genuine multi-year advisory capability.<\/p>\n Discuss your transition goals in a confidential call.<\/a><\/p>\n At the transactional level, a dental practice broker markets the practice confidentially, qualifies buyers, manages showings, leads negotiations, and coordinates closing. The American Dental Association recommends assembling a team of specialists before listing a dental practice, with the broker often serving as the central coordinator of that process.<\/p>\n A legacy-planning broker expands that role. The distinction reflects a different engagement model. Traditional brokers often enter the process when a seller is ready to sell and focus on listing the practice and finding a buyer, which can leave value on the table. A legacy-planning broker starts working with owners years before a transaction, building financial credibility, identifying value levers, and educating the owner on transition paths before any pressure to decide exists.<\/p>\n McLerran & Associates is a dental-specific sell-side advisor and advocate that has evaluated more than 10,000 practices and works both private-buyer and DSO transitions in roughly equal measure. The firm\u2019s language captures the distinction clearly: \u201cWe sell practices, we don\u2019t just list them.\u201d Every engagement rests on a CPA-led EBITDA analysis, which is diligence-grade work done up front so the numbers have a better chance of holding up when buyers scrutinize them. From that foundation, McLerran creates competition by running a structured, auction-like process among a vetted pool of well-qualified buyers to support price and terms. For a deeper look at how the brokerage process works from a seller\u2019s perspective, see How Dental Practice Brokers Work: A Seller\u2019s Guide<\/a>.<\/p>\n Understanding what a broker does is only half the picture. The other half is timing, and the runway an owner chooses can shape every decision that follows. A commonly recommended runway for dental practice legacy planning is 3 to 5 years, though some advisors suggest 2 to 5 years or even 5 to 10 years depending on the practice. Many advisors recommend beginning groundwork at least 3 to 5 years before planned retirement, because a sudden \u201cI need to sell now\u201d decision often leads to a rushed process and a lower sale price.<\/p>\n Starting early allows time to clean up financials, document add-backs (legitimate owner expenses that can be added back to reported income to show a buyer the practice\u2019s true profitability), reduce owner dependency, and evaluate both private-buyer and DSO paths without pressure. Many dentists do not start planning until 12 to 24 months before closing, by which time the largest value-building levers are often already set.<\/p>\n Many owners begin planning and then delay. A life event, a strong production year, or uncertainty about timing can push the horizon back. A good broker supports that decision rather than pressuring a sale. McLerran updates a practice valuation for free a year later if the owner is not ready to move forward, treating the relationship as a long-term partnership rather than a short-term engagement.<\/p>\n The following phases describe what both the owner and the broker typically handle across a multi-year runway. The structure mirrors the preparation timeline that experienced transition advisors often recommend and that sophisticated buyers expect to see reflected in a practice\u2019s financial record.<\/p>\n What the owner does during this phase:<\/p>\n What the broker does during this phase:<\/p>\n Improving EBITDA can meaningfully increase a dental practice\u2019s value. That arithmetic is why Phase 1 often carries the most consequential work.<\/p>\n What the owner does during this phase:<\/p>\n What the broker does during this phase:<\/p>\n Owners in the $1.5 million to $3 million revenue range can often pursue either direction and may benefit most from this side-by-side analysis. Because McLerran works both paths in roughly equal measure, it can quantify a practice\u2019s worth in both markets, which creates a more complete comparison than a single-lane broker can usually provide.<\/p>\n What the owner does during this phase:<\/p>\n What the broker does during this phase:<\/p>\n A dental practice owner who has already been through a pre-sale financial review meets diligence with nothing new to find, and no new information means less reason for the buyer to revisit the price. McLerran\u2019s CPA-led EBITDA analysis is built to withstand this scrutiny so the agreed value has a better chance of holding and deals are less likely to be re-traded at the closing table.<\/p>\n Once the work involved in legacy planning is clear, many owners want to understand cost. Broker fees in dental practice transitions are typically structured as a percentage of the final transaction value, payable only when the deal closes. Most sell-side dental practice brokers in the lower-middle market charge an all-in success fee as a percentage of final deal value. For larger DSO and private-equity-level transactions, healthcare M&A advisory firms often charge a monthly retainer plus a success fee at close, with retainer fees frequently credited against the success fee.<\/p>\n Some firms offer \u201cfree\u201d valuations as a lead magnet. A back-of-the-napkin number that has not been built from the ground up often fails to hold up when a sophisticated buyer\u2019s quality-of-earnings team examines it. The most important work in a dental practice sale usually happens before the broker takes the practice to market, often years before, by hardening data, substantiating add-backs as they occur, and running the seller\u2019s own quality-of-earnings review while the seller still controls the narrative.<\/p>\n McLerran charges for its valuation because it reflects diligence-grade work that most accountants would recognize as thorough and that does not create a liability when buyers look under the hood. The firm\u2019s fee structure is designed to align its incentives with the seller\u2019s outcome.<\/p>\n Not every broker who mentions \u201clegacy planning\u201d has the multi-year advisory capability the term suggests. The following framework can help owners distinguish a genuine legacy-planning advisor from a transactional broker using the language without the substance. For a comprehensive guide to this evaluation, see Best Dental Practice Broker: How To Choose An Advisor<\/a>.<\/p>\n Questions to ask a prospective broker:<\/p>\n Red flags to watch for:<\/p>\n McLerran & Associates serves as the benchmark against which these questions can be measured. The firm is dental-only, works both paths in roughly equal measure, and builds CPA-led valuations. Its transaction rate is high compared to an industry norm closer to 35\u201340%, and it has a reputation as the premier listing agent for premier dental practices. The firm has offices in Cleveland (Justin Klingshim), Atlanta (Matt Sutton), Northern Virginia (Andrew Kobylski), Los Angeles (Steven Au), and Phoenix (Brian Carroll), providing regional depth alongside national buyer access.<\/p>\n Talk with a McLerran advisor about your options.<\/a><\/p>\n Legacy planning looks different depending on whether an owner leans toward a doctor-to-doctor sale or a DSO affiliation. Clarifying this distinction early, ideally in Phase 1, can shape every subsequent decision.<\/p>\n For the private-buyer path, the focus is on finding the right individual buyer, preserving the practice\u2019s legacy and patient relationships, and structuring a clean transition. Common structures include a walk-away sale, where the seller works back approximately 4 to 8 weeks and exits, or a partnership and vest-out, where the seller transfers roughly 50% now to a future partner who buys the remaining share over time. Private owner-user buyers typically pay 100% cash at closing.<\/p>\n For the DSO path, the focus shifts to understanding deal structures such as cash at close, equity rollover (a portion of the deal paid in ownership stake in the acquiring organization rather than cash), and earnout provisions (contingent payments tied to future performance targets). DSO or corporate group buyers typically pay a portion at closing, with the remainder via earnout or equity rollover. In some cases, a significant share of a DSO deal is paid in equity, which means the owner effectively becomes an investor in the acquiring organization and should evaluate it accordingly.<\/p>\n Value is calculated differently depending on the path. For doctor-to-doctor deals, a percentage of revenue or multiple of net cash flow is a common approach. For DSO and private equity deals, a multiple of EBITDA is the relevant metric. Factors that can move multiples in either direction include practice size, specialty, growth trajectory, payer mix, provider dependency, and hygiene production. McLerran\u2019s side-by-side valuation quantifies a practice\u2019s worth in both markets so owners in the crossroads range can choose their path with fuller information.<\/p>\n Adjusted EBITDA often serves as the foundation of how sophisticated buyers value a dental practice. It starts with reported operating profit and adds back discretionary, personal, and non-recurring expenses that will not continue under new ownership, such as the owner\u2019s above-market compensation, personal vehicle expenses, family members on payroll, and one-time legal costs. Each documented add-back increases the EBITDA figure that a multiple is then applied to.<\/p>\n Each dollar added back to adjusted EBITDA in a dental practice sale can be worth multiple dollars in value at closing. That leverage explains why the quality of add-back documentation matters so much and why a \u201cfree\u201d valuation that does not do this work can create risk instead of clarity.<\/p>\n The most common problem found in dental practice diligence is add-backs that cannot be evidenced. An adjustment the seller can explain but not document often gets disallowed, and disallowed earnings can reduce the price by a multiple of the amount.<\/p>\n McLerran builds its valuations from the ground up by remotely accessing practice management software, cross-referencing data against financials, and unpacking every add-back with supporting documentation. The result is a number that has a stronger chance of holding up when buyers scrutinize it and that is less likely to be re-traded during diligence. For a detailed look at what succession planning and valuation work can cost, see Dental Practice Succession Planning Cost: 2026 Guide<\/a>.<\/p>\n A meaningful gap in many broker conversations involves the \u201cdo nothing\u201d scenario. This scenario describes what happens when an owner engages in legacy planning and then decides, for any reason, not to sell.<\/p>\n The \u201cdo nothing\u201d exit path for dental practice owners can be costly financially and emotionally for families and teams, with loss of practice value, no intentional legacy, operations stopping when the owner stops, and employees and patients left without direction. Choosing not to sell at a particular moment differs from having no plan at all.<\/p>\n A good broker supports the decision to wait and provides updated valuations so the owner always knows where they stand. McLerran updates a practice valuation for free a year later if the owner is not ready to move forward. The planning process itself has independent value, including better financial clarity, improved operations, documented add-backs, and a practice that is ready to transact when the time feels right, whether that is next year or several years away.<\/p>\n McLerran positions itself as a partner for the long term. The firm\u2019s first job is to understand the owner\u2019s \u201cwhy\u201d before recommending any path and to support whichever decision serves the owner\u2019s goals, including the decision to keep practicing.<\/p>\n DSOs vary widely, and the difference between a well-run and a poorly run DSO partner can shape whether an affiliation supports or harms a practice\u2019s legacy. When a meaningful portion of a DSO deal is paid in equity, owners effectively become investors in the acquiring organization and benefit from underwriting it as carefully as any investment.<\/p>\n Questions to ask when evaluating a DSO partner:<\/p>\n PE-backed dental platforms frequently use rollover equity, standardized employment agreements, restrictive covenants, and closer scrutiny of quality of earnings. A higher headline enterprise value can translate to less cash at closing after rollover, escrow, debt-like deductions, or earnout mechanics.<\/p>\n McLerran vets buyers with an investor\u2019s mindset. The firm has blacklisted DSOs known for poor post-close environments so poorly run organizations do not reach the table. Owners see only well-backed, well-run partners with a track record of satisfied sellers, and the competitive process among those vetted buyers is what often drives price and terms upward.<\/p>\n A dental practice broker markets the practice confidentially, qualifies buyers, manages showings, leads negotiations, and coordinates closing. A legacy-planning broker expands that role by conducting a CPA-led EBITDA analysis, improving financial performance over a multi-year runway, vetting buyers against the owner\u2019s stated priorities, and running a structured, competitive bid process to support price and terms. The key difference is the engagement timeline, because a transactional broker typically engages when the owner is ready to list, while a legacy-planning broker often starts working years in advance.<\/p>\n Fees vary by firm and transaction type but are typically structured as a percentage of the final sale price, payable only at closing. For smaller private-buyer transactions, commission rates can range from roughly 8% to 12%. For larger DSO and private-equity-level transactions, some firms charge a monthly retainer plus a success fee, with the retainer often credited against the success fee at close. Some firms offer free valuations as a lead magnet, but a valuation that has not been built from the ground up with documented add-backs often struggles in buyer diligence, and the resulting re-trade can cost more than the fee saved. McLerran charges for its valuation because it reflects diligence-grade work that tends to hold up under scrutiny.<\/p>\n Many advisors suggest beginning legacy planning several years before a planned sale. Starting early allows time to clean up financials, document add-backs, reduce owner dependency, improve EBITDA, and evaluate both private-buyer and DSO paths without pressure. Owners who begin preparing 2 to 3 years before listing often achieve stronger valuations than those who decide to sell and list within months. Even if the owner ultimately decides not to sell, the planning process can improve financial clarity and operational readiness.<\/p>\n Ask whether the broker works both private-buyer and DSO paths, how their valuation is conducted, whether it is CPA-led and diligence-grade or a quick estimate, what their transaction rate is, and whether they can provide references from owners who planned with them years before a sale. Red flags include brokers who know only a narrow set of buyers, offer free valuations without forensic financial work, push a single transition path, or lack dental-specific expertise. Ask for closed dental deals in the last 24 months, because an advisor who cannot point to recent, comparable transactions may still be learning in this space.<\/p>\n In a private-buyer, doctor-to-doctor sale, the practice is sold to an individual dentist, typically for cash at closing, with the seller working back a short period before exiting. The focus is on finding the right buyer to preserve legacy, staff, and patients. In a DSO affiliation, the practice is sold to a corporate organization, often with a mix of cash at close, equity rollover, and earnout provisions. The seller typically remains clinically active for a defined period post-sale. DSO deals can offer higher headline valuations for larger practices but involve more complex structures and call for careful evaluation of the acquiring organization\u2019s financial health and culture.<\/p>\n Planning has independent value regardless of whether a sale occurs. The process can produce better financial clarity, improved operations, documented add-backs, and a practice that is ready to transact when the time feels right. A good broker supports the decision to wait and provides updated valuations so the owner always knows where they stand. McLerran offers the free valuation update mentioned earlier if the owner is not ready to move forward, reflecting a long-term partnership approach rather than a single transaction.<\/p>\n Evaluate a DSO partner the way you would evaluate any significant investment. Assess the organization\u2019s overall profitability, revenue growth at existing locations, management team experience, and the financial backing behind it. Ask about clinical autonomy, staff retention policies, and the post-close environment. Review earnout terms carefully, because pro-rata provisions that pay most of the earnout even on a near-miss can be meaningfully better than all-or-nothing structures. When a meaningful portion of a DSO deal is paid in equity, the quality of the organization you are investing in can matter as much as the headline price.<\/p>\n McLerran focuses exclusively on dental practices, works both private-buyer and DSO paths in roughly equal measure, and builds CPA-led, diligence-grade valuations that tend to hold up under buyer scrutiny. The firm has evaluated more than 10,000 practices, completed a substantial number of successful sales, and closed a substantial volume in transactions. Its transaction rate of approximately 85\u201390% compares favorably to an industry norm closer to 35\u201340%. McLerran represents only sellers, never buyers, so its incentives align with the owner\u2019s outcome. The firm\u2019s structured, auction-like process typically generates around 10 offers per listing, which can create the competitive tension that supports price and terms.<\/p>\n Legacy planning functions as a multi-year discipline built on a diligence-grade valuation, systematic EBITDA improvement, and a structured process that creates competition among well-qualified buyers. The financial mechanics, including add-backs, adjusted EBITDA, deal structure, and quality-of-earnings defense, work best when addressed in the years before a sale rather than at the closing table.<\/p>\n The phase-by-phase roadmap outlined here, Preparation (Years 3\u20135), Valuation and Matching (Years 1\u20132), and Execution (Final 6\u201312 Months), reflects what a legacy-planning broker typically handles across that runway. A broker who engages only at the point of listing usually has limited time to influence these factors.<\/p>\n Owners of premier practices who are beginning to think about an eventual exit can start with a conversation that carries no obligation. McLerran & Associates offers a free, confidential discovery call to discuss the practice, the owner\u2019s goals, and available options. If the timing is early, the firm will say so and can revisit the valuation later. For owners considering an educational event before making decisions, the McLerran M&A Summit (October 29\u201330, 2026) is designed for owners who have not yet decided, with expert panels, one-on-one CPA sessions, and a complimentary practice valuation.<\/p>\n Schedule a confidential discovery call with McLerran & Associates.<\/a><\/p>\n Ready to protect your practice’s future? McLerran & Associates guides dental owners through legacy planning, valuation, and finding the right buyer.<\/p>\n","protected":false},"author":1,"featured_media":798,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"inline_featured_image":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-799","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-uncategorized"],"_links":{"self":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts\/799","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/types\/post"}],"replies":[{"embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/comments?post=799"}],"version-history":[{"count":0,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts\/799\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/media\/798"}],"wp:attachment":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/media?parent=799"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/categories?post=799"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/tags?post=799"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}What Legacy Planning Actually Means For A Dental Practice Owner<\/h2>\n
What A Dental Practice Broker Does In Legacy Planning<\/h2>\n
![\"McLerran](\"https:\/\/cdn.aigrowthmarketer.co\/1782231581955-2aa75d9d4697.jpeg\")
How Far In Advance To Start Legacy Planning For A Dental Practice<\/h2>\n
The Year-By-Year Roadmap For Legacy Planning<\/h2>\n
Phase 1: Preparation (Years 3\u20135)<\/h3>\n
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Phase 2: Valuation And Matching (Years 1\u20132)<\/h3>\n
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Phase 3: Execution (Final 6\u201312 Months)<\/h3>\n
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How Much Dental Brokers Typically Charge<\/h2>\n
How To Vet A Dental Practice Broker For Legacy Planning<\/h2>\n
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![\"A](\"https:\/\/cdn.aigrowthmarketer.co\/1782231776232-426cf610db07.jpeg\")
Private Buyer Vs. DSO: How Legacy Planning Differs By Path<\/h2>\n
Valuation Mechanics For Planning Purposes<\/h2>\n
![\"At](\"https:\/\/cdn.aigrowthmarketer.co\/1782231605342-03c5ed4725a3.jpeg\")
The \u201cDo Nothing\u201d Option When You Plan But Do Not Sell<\/h2>\n
How To Evaluate DSO Alignment<\/h2>\n
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Frequently Asked Questions<\/h2>\n
What Is The Difference Between A Transactional Broker And A Legacy-Planning Broker?<\/h3>\n
How Much Do Dental Brokers Charge?<\/h3>\n
How Far In Advance Should You Start Legacy Planning?<\/h3>\n
How Do You Vet A Broker For Legacy Planning?<\/h3>\n
What Is The Difference Between A Private-Buyer Sale And A DSO Affiliation?<\/h3>\n
What Happens If You Plan But Do Not Sell?<\/h3>\n
How Do You Evaluate DSO Alignment?<\/h3>\n
Why Choose McLerran & Associates?<\/h3>\n
Conclusion: How Today\u2019s Broker Choice Shapes Tomorrow\u2019s Outcome<\/h2>\n
Read Next<\/h2>\n
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