NEW RELEASE · PROFESSIONAL REFERENCE
The Earn-Out Trap
What Dentists Don't Know About DSO Deals — and What It's Costing Them
SPECIAL OFFER - BOOK AND CALC FOR ONLY $59 - SAVE $19!
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Book PDF + 7-calculator Excel suite
18 chapters · 400+ pages Real-world transaction examples 7 companion Excel calculators
Non-compete enforceability by state Complete glossary · Bibliography · Index
THE PROBLEM
The DSO's deal team has done this hundreds of times.
Most selling dentists do it once.
Every year, dentists sign DSO transaction documents they don't fully understand. The earn-out sounds straightforward — until the DSO allocates corporate overhead to your practice P&L. The rollover equity sounds like upside — until you model the waterfall. The non-compete sounds reasonable — until you try to leave.
The information asymmetry in DSO transactions is profound and largely unaddressed. There are conference presentations on "maximizing practice value." There are no books that explain, clause by clause, what dentists are actually signing.
This is that book.
The documents you will sign are a set of four interlocking agreements. None of these four elements can be understood in isolation. Each one affects the others in ways that are rarely explained and almost never obvious.
— From Chapter 1
Every major provision. Plain language. Specific numbers.
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How adjusted EBITDA is calculated — and how the buyer's Quality of Earnings team will systematically attempt to reduce it before closing
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Why earn-outs fail — and the specific operational covenants, overhead caps, and dispute mechanisms that protect them
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How the rollover equity waterfall actually works — and what your second-bite equity is worth after debt repayment, preferred return, and GP carry
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What the non-compete costs you in dollars — and how to negotiate radius, duration, and enforcement before you sign
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How to run a competitive process, what to lock down before any letter of intent, and when to consider alternatives to the DSO deal entirely
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What to do when the deal goes wrong — your contractual remedies, the dispute process, and how to manage the earn-out period month by month
THE BOOK
18 chapters across five parts
PART I
The Anatomy of the Deal
PART II
The Negotiation
PART III
Due Diligence & Advisors
PART IV
Life After Close
PART V
Decision Framework
APPENDICIES
A–H Reference Materials
Glossary, EBITDA reference, non-compete by state, checklists, templatesWHAT'S AVAILABLE
The book and the tools to use it
The Earn-Out Trap $59
DSO Deal Calculator Suite $19
The guide the DSO's deal team never wanted you to have.
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Book PDF + 7-calculator Excel suite · Instant download
GET THE EARN-OUT TRAP01 EBITDA Normalizer Build your seller-side adjusted EBITDA before the buyer's QoE team arrives
