Stage 1: Search and pre-qualification
For buyers, the search begins with getting pre-qualified with a dental lender, which is a conversation and a light document review rather than a full underwrite, and defining your criteria: location, specialty, size, real estate preference. Active search means monitoring listings, signing NDAs on practices of interest and doing preliminary evaluations.
This stage has no hard end. A buyer who knows exactly what they want in a market with plenty of inventory may find a fit quickly; a buyer with narrow criteria or a market with few listings may search for much longer. Broad criteria and alerts that tell you when matching listings appear shorten this stage.
Stage 2: NDA and preliminary evaluation
After a practice catches your interest, you sign a confidentiality agreement (NDA) and receive the full details: practice identity, financials, a patient data summary and tour scheduling. This stage is quick when the broker has a complete information package ready; it can drag when financials are poorly organized or the seller hasn't finished preparing.
A practice visit is usually arranged by the broker and seller in a way that protects confidentiality. You see the facility, meet the people the seller chooses to introduce, and evaluate equipment condition and the feel of the office.
Stage 3: Letter of intent and acceptance
A letter of intent (LOI) is a non-binding document that sets the proposed purchase price, the structure (most often an asset sale), what's included, the transition terms and the target timeline. Buyers usually draft the LOI with their attorney, and sellers respond with counter-terms.
Negotiation can be quick or prolonged, depending on how far apart the parties are on price, transition length or seller concessions. First-time buyers and sellers without experienced deal representation sometimes stall here.
Stage 4: Due diligence
Once the LOI is accepted, due diligence begins. The buyer verifies the financials (tax returns against reported collections, the SDE add-back schedule), reviews the lease, inventories equipment, evaluates the patient base and checks compliance. The lender is reviewing much of the same material for underwriting.
Running due diligence and lender underwriting in parallel, rather than one after the other, is how buyers keep the timeline down. The two processes overlap, and sharing one document package with both sides helps.
Stage 5: Financing approval
Lender underwriting for a dental practice acquisition starts when a complete package is submitted. How long it takes depends on the lender (lenders that finance dental practices every day tend to be more familiar with them than generalist banks), on how complete the financial package is, and on whether the practice is straightforward or has complexity such as multiple locations or a complicated ownership structure.
A pre-qualification done before the search makes formal underwriting more predictable: the lender already knows the buyer, and the submission is about the practice.
Stage 6: Lease assignment
Landlord consent to assign the lease is required under most commercial leases and is frequently the least predictable step in a dental practice closing. Some landlords respond quickly; others take longer to review the request, ask for financial information about the buyer, or use the conversation to renegotiate terms.
Starting the landlord conversation early, shortly after the LOI is signed rather than when everything else is finished, gives this stage the most room. An attorney who regularly handles commercial lease assignments can often help.
Stage 7: Closing and transition
Closing is a documents-and-wires day: the purchase agreement is signed, funds are transferred and the new owner takes possession. Staff usually learn of the change at or around closing.
A transition period, where the selling doctor works alongside the buyer or is available for questions, is common. Its length is negotiated in the LOI and written into the purchase agreement, and it tends to be longer where the seller has a strong personal following among patients or where the specialty calls for a more gradual hand-off.
What causes deals to take longer, or fall apart
Common delays: a landlord who is slow or obstructive on the lease assignment; incomplete or disorganized financial records from the seller that stall underwriting; a gap between buyer and seller on transition expectations that is discovered late rather than in the LOI; or financing that takes longer than expected because of complexity or a lender unfamiliar with dental practices.
Deals can fall apart over an unassignable lease with a landlord who insists on re-leasing at current rates, due diligence findings that show the financial picture differs materially from what was represented, or a buyer who loses financing after the LOI is accepted. Pre-qualification before the search reduces that last risk.