LOI to close — what happens, in what order, who does what, and where deals commonly stall.
General educational overview — every deal differs. Confirm specifics with your broker and attorney.
A non-binding outline of the proposed deal terms, submitted to the broker/seller.
Who: Buyer drafts (often with a broker or attorney), seller reviews and countersigns.
Timing: Usually brief once the terms are clear
→ An LOI is a starting point for negotiation, not a locked deal — expect terms to move in diligence.
Buyer applies for the acquisition loan (commonly SBA 7(a)) and assembles the lender's document packet.
Who: Buyer + lender, often with the CPA supplying financials.
Timing: Weeks for a conditional approval; varies by lender
→ Start this early and in parallel with diligence — financing timelines are the most common cause of delay.
Buyer's team reviews financials, patient charts (in aggregate), equipment condition, and compliance history.
Who: Buyer, CPA, attorney, and often a dental-specific consultant.
Timing: Weeks; runs alongside financing
→ This is where a buyer's own questions and their attorney's review matter most — bring findings to your team, not conclusions on your own.
The buyer either takes over the existing lease (assignment) or negotiates new terms with the landlord.
Who: Buyer's attorney + landlord + (if assigning) the seller.
Timing: Often the least predictable step; runs on the landlord's schedule
→ Assignment/consent clauses can be a real bottleneck — the Lease Examination tool is built for exactly this step.
The binding, definitive agreement — supersedes the LOI once signed.
Who: Both parties' attorneys.
Timing: Set by the attorneys; follows due diligence
→ This is the document that actually governs the deal — read it fully with your attorney, not just the LOI terms.
Funds transfer, keys/systems handed over, transition begins.
Who: Buyer, seller, lender, attorneys, often escrow.
Timing: Same day, once financing and PSA conditions are satisfied
→ Line up your first-90-days plan before this date, not after.