Buy-Side Representation
Buy the right practice.
Operate it successfully
from day one.
Evaluate the opportunity, negotiate and finance the acquisition, prepare the business for Day One, and support the first sixty days of ownership. Three published engagements, one accountable lead, and a fee that is never based on the purchase price.
Put the listing link, the asking price, and anything else relevant in the booking notes and we will have looked at it before we talk.
The seat nobody is in
Everyone else at that table has representation.
The seller has a broker. The lender has underwriters. The seller's attorney has a client. Your attorney drafts documents but does not structure the deal, and the bank will lend without telling you the price is wrong.
The buyer is the one person at that table without dedicated representation. We take that seat.
The engagement
Four phases. Choose how far we go.
Begin with a focused evaluation, engage us through closing, or retain the same team through the first sixty days of ownership. Choose the scope that fits at the start, with the ability to add support later if the opportunity advances.
Evaluate
- Normalized historical cash flow
- Revenue and expense trends
- Production by provider and procedure, when available
- Active patients, new-patient flow and hygiene performance
- Accounts receivable, collection quality and aging
- Payer mix, PPO exposure and reimbursement transferability
- Staffing, equipment, facility and lease considerations
- Seller and broker adjustments and whether they are supportable
- Buyer-specific income after acquisition debt service
- Clinical-production transferability
- Sensitivity and downside scenarios
- Valuation analysis and a defensible purchase-price range
- Recommended maximum purchase price
- Unanswered questions and required next-stage diligence
Negotiate
- Offer strategy, price and terms
- LOI strategy and commercial terms developed and negotiated in coordination with counsel
- Comprehensive financial and operational diligence
- Retaining the team through the change of ownership
- Accounts receivable treatment negotiated, not assumed
- Lease assignment and landlord terms
- Commercial terms, schedules and transaction requirements coordinated with counsel
Finance and prepare
- Lender packaging and pro forma modeling
- Financing options evaluated and lender fit, rate, term, covenants and working capital negotiated
- Entity, banking, payroll, and vendors stood up before close
- Credentialing filed and fee schedules negotiated
- Accounts receivable rerouted so collections land with you
The First 60Acquisition and Transition only
- The control tower once the wire clears
- General ledger, payroll, and every system confirmed live
- Handbook, policy manuals, and benefits stood up
- KPIs scoped, goals set and the operating cadence running
Buyer fit
The seller’s production is not automatically yours.
We compare the seller’s procedure mix, schedule and production with your clinical capabilities, intended schedule and operating model. We determine which revenue is realistically transferable, which procedures may require referral or additional provider coverage, and what those differences mean for your income and debt-service capacity.
A practice can be successful for the seller and still be the wrong acquisition for the buyer.
Verification
The deeper the commitment, the deeper the verification.
During Practice Evaluation
- Analyze the financial and operating records provided
- Cross-check the internal consistency of the information
- Challenge unsupported add-backs and adjustments
- Identify discrepancies and missing records
- Determine whether the opportunity warrants comprehensive diligence
During Acquisition Representation
- Reconcile tax returns and P&Ls with available supporting records
- Compare reported revenue with PMS collections and bank deposits
- Reconcile production, collections and accounts receivable
- Review payroll, staffing and material operating expenses
- Quantify discrepancies and determine their effect on price or structure
- Coordinate legal, tax, financing and specialty diligence
The depth of verification depends on the records made available by the seller. XpoNential coordinates the business and operational diligence while the buyer’s attorney and CPA retain responsibility for legal and tax advice.
The arc
From the first look to day sixty.
Closing is a milestone, not a finish line. A practice that closes clean and opens broken is still a bad outcome.
The First 60
Built before close. Watched from the tower after.
Most of the operating infrastructure gets built during transition prep, before the transaction closes. By the time you take the keys the systems are already standing, and the first sixty days are the control tower. We watch every system, catch what breaks, and clear the runway ahead of you. That is when a missed payroll tax registration or a dead merchant account becomes a real problem.
Money in
Merchant processing, treasury, patient payment plans, and AR rerouted so nothing lands in the seller's account after the wire clears.
Money out
Payables, vendor accounts under the new entity, autopay reset, and lines of credit in place before you need them.
Payroll and HR
Payroll processed on time from the first cycle. State and federal registrations, workers comp, employee agreements, benefits elected and enrolled, and an employee handbook and policy manual that actually exist.
Credentialing and fee schedules
Not just filed. Transitioned and negotiated to the best schedule you qualify for, because two practices with identical production can collect very different money.
Vendor contracts
Supplies, lab, IT, imaging, waste, and marketing renegotiated or properly assigned instead of silently assumed at the seller's terms.
The general ledger
Chart of accounts rebuilt to a dental standard so the P&L tells you something. Opening balance sheet and true working capital position on the record.
KPIs and goals
The numbers that matter, instrumented and baselined. Goals set against the pro forma the bank underwrote, which is the one document nobody ever revisits.
Team and cadence
Job descriptions delivered so the existing team knows what good looks like. Weekly numbers, monthly financials, quarterly plan, running before we step back.
The blind spot
The right fee schedule can be worth six figures, and it gets set before you see the first patient.
Getting your applications filed is table stakes. Getting you onto the best schedule you qualify for is money on every claim, every day, for as long as you own the practice.
Two practices can produce identical dentistry and collect materially different money. The difference was decided at credentialing. We negotiate the fee schedule during transition, while the leverage still exists, so the practice earns more from the first claim rather than three years in.
Improving a schedule takes months rather than an afternoon, which is why we open the conversation during transition prep. Once the practice is yours, the schedule you accepted remains in place until someone reopens the negotiation, and most owners never get around to it.
Why buyers get burned
Every one of these is a real transaction we were brought in to clean up.
- The seller kept pulling patient collections for six months. Nobody rerouted the receivables.
- Payroll hit five days after close, with zero working capital negotiated into the loan.
- The office phone number quietly forwarded to the seller's other practice across town.
The investment
Three engagements. You pick the scope at the start.
Choose the level of support that fits where you are today. Each engagement has a published, fixed price that is never based on the practice purchase price. If you begin with a Practice Evaluation and decide to proceed with that practice, you may upgrade within ninety days and receive full credit for the evaluation fee.
Practice Evaluation
Determine whether the opportunity is worth buying, what the economics look like specifically for you, and the maximum price the practice can support.
- $5,500 paid in full at engagement
- One complete practice evaluation
- Written buy, renegotiate or walk-away recommendation
- Credited in full when you upgrade within 90 days for XpoNential to represent you in acquiring that same evaluated practice
Acquisition Representation
Buyer-specific modeling, evaluation of up to two practices, offer strategy, negotiation, comprehensive financial and operational diligence, financing coordination and transaction management through closing.
- Up to two practice evaluations included
- $5,500 at engagement
- $2,500 at accepted LOI
- $7,550 at closing, usually covered by bank financing
- Each additional practice evaluation after the first two is $5,500
- A qualifying Practice Evaluation fee is credited toward this total when the buyer upgrades within 90 days to pursue that same evaluated practice
If a Practice Evaluation client upgrades, the practice already evaluated counts as the first of the two practice evaluations included in Acquisition Representation.
Acquisition and Transition
Everything in Acquisition Representation, plus the practice stood up before closing and operational support through the first sixty days of ownership.
- Up to two practice evaluations included
- $5,500 at engagement
- $2,500 at accepted LOI
- $16,950 at closing, usually covered by bank financing
- Each additional practice evaluation after the first two is $5,500
- A qualifying Practice Evaluation fee is credited toward this total when the buyer upgrades within 90 days to pursue that same evaluated practice
If a Practice Evaluation client upgrades, the practice already evaluated counts as the first of the two practice evaluations included in Acquisition and Transition.
A Practice Evaluation client may upgrade within 90 days. The $5,500 already paid is credited only when XpoNential represents the buyer in acquiring that same evaluated practice. The evaluated practice counts as the first of the two practices included in the representation engagement. The timing of any remaining payments is established in the upgraded engagement agreement.
The fee is based on the work rather than the price. The same engagement applies to a $200K practice or a $2M practice, which means nobody in the room earns more when you pay more.
The balance at closing is normally financed with the acquisition, which keeps the money in your operating account during the months when it matters most. Cash is tight early while receivables are still in flux, and funding the fee protects that runway.
What changes between them
The whole comparison, on one screen.
| Included | Practice Evaluation$5,500 | Acquisition Representation$15,550 | Acquisition and Transition$24,950 |
|---|---|---|---|
| Evaluate | |||
| One practice evaluation | ✓ | ✓ | ✓ |
| Second practice evaluation | ✓ | ✓ | |
| Each additional practice evaluation | $5,500 | $5,500 | $5,500 |
| Normalized cash-flow analysis | ✓ | ✓ | ✓ |
| Provider and procedure production analysis, when available | ✓ | ✓ | ✓ |
| Patient, hygiene, A/R and payer analysis | ✓ | ✓ | ✓ |
| Buyer-specific income after debt service | ✓ | ✓ | ✓ |
| Clinical-production transferability | ✓ | ✓ | ✓ |
| Downside and sensitivity testing | ✓ | ✓ | ✓ |
| Valuation analysis and defensible price range | ✓ | ✓ | ✓ |
| Recommended maximum purchase price | ✓ | ✓ | ✓ |
| Written buy, renegotiate or walk-away recommendation | ✓ | ✓ | ✓ |
| Negotiate | |||
| Offer strategy, price and terms | ✓ | ✓ | |
| LOI strategy and commercial terms negotiated in coordination with counsel | ✓ | ✓ | |
| Comprehensive financial and operational diligence | ✓ | ✓ | |
| Retaining the team through change of ownership | ✓ | ✓ | |
| Accounts receivable treatment negotiated | ✓ | ✓ | |
| Lease assignment and landlord terms | ✓ | ✓ | |
| Commercial terms and schedules coordinated with counsel | ✓ | ✓ | |
| Finance and prepare | |||
| Lender packaging and pro forma modeling | ✓ | ✓ | |
| Lender fit, rate, term, covenants and working capital negotiated | ✓ | ✓ | |
| Entity, banking, payroll, and vendors stood up before close | ✓ | ||
| Credentialing filed and fee schedules negotiated | ✓ | ||
| Accounts receivable rerouted so collections land with you | ✓ | ||
| The First 60 | |||
| General ledger built and the P&L made readable | ✓ | ||
| Payroll processed and every system confirmed live | ✓ | ||
| Handbook, policy manuals, and benefits stood up | ✓ | ||
| KPIs scoped, goals set, and the cadence running | ✓ | ||
| Job descriptions delivered to the existing team | ✓ | ||
| Your investment | $5,500Start here | $15,550Book a call | $24,950Book a call |
Both representation engagements include evaluation of up to two practices. Each additional practice evaluation is $5,500. If you begin with a standalone Practice Evaluation and upgrade within 90 days to pursue that same practice, the evaluation fee is credited toward the representation engagement and that practice counts as the first of the two included evaluations.
The advisory team
The right specialists. One accountable lead.
A strong acquisition requires specialized expertise, but it does not require multiple firms performing the same role. XpoNential quarterbacks the business and operating side of the acquisition. Your attorney owns the legal work, your CPA owns tax-specific advice, the lender owns credit approval, and other specialists remain within clearly defined lanes.
Eric Nuss leads the financial modeling and valuation work with support from XpoNential’s analyst team and remains the buyer’s primary contact throughout the engagement.
XpoNential evaluates and manages the transaction through the eyes of an operator, not merely a valuation analyst or transaction coordinator. The question is not only what the practice was worth to the seller. It is what the practice will produce for the buyer after the debt is funded, the seller leaves, the team and patients react, and the buyer’s actual clinical and operating capabilities replace the seller’s.
The questions everybody asks
Fair questions. Straight answers.
Normalized cash flow, revenue and expense trends, production by provider and procedure when the records allow, patient flow and hygiene performance, receivables and payer mix, staffing, equipment and lease considerations, seller and broker adjustments tested for support, your income after debt service, clinical-production transferability, downside scenarios, a valuation with a defensible price range, a recommended maximum price, and the questions that still need answering before you commit.
Yes. Each evaluated practice receives a written buy, renegotiate or walk-away recommendation, with the material risks and required next steps spelled out. The evaluation is decision-stage underwriting based on the records made available. It is not an audit, legal opinion, certified appraisal or complete quality-of-earnings examination.
The standalone $5,500 Practice Evaluation covers one practice. Acquisition Representation and Acquisition and Transition each include the evaluation of up to two practices. Beginning with the third practice under a representation engagement, each additional practice evaluation is $5,500.
Yes. If you decide to proceed with the practice XpoNential evaluated, you may upgrade within 90 days and receive full credit for the $5,500 evaluation fee. The credit applies only to representation involving that same evaluated practice, and that practice counts as the first of the two evaluations included in the representation engagement. The transaction itself does not have to close within 90 days.
In proportion to the commitment. During a Practice Evaluation, we analyze the records provided, cross-check them for internal consistency, challenge unsupported add-backs, flag discrepancies and missing records, and determine whether the opportunity warrants comprehensive diligence. During Acquisition Representation, we reconcile tax returns and P&Ls to supporting records, compare reported revenue with practice-management collections and bank deposits, reconcile production, collections and receivables, review payroll and material expenses, quantify discrepancies and determine their effect on the transaction. The depth of verification depends on the records the seller makes available.
Eric Nuss leads the modeling and valuation work with support from XpoNential’s analyst team. Eric remains the buyer’s primary contact throughout the engagement while coordinating the attorney, CPA, lender and other specialists within their respective roles.
We compare the seller’s procedure mix, schedule and production against what you actually do, how many days you intend to work and how you plan to operate the practice. Revenue that depends on procedures you do not perform or a schedule you will not maintain is treated as revenue that must be replaced, referred or staffed for, and the model reflects what that does to your income and debt-service capacity.
Yes. Your attorney is responsible for definitive legal documents and legal advice, and your CPA owns tax-specific advice. XpoNential leads the business and operating work, including financial analysis, transaction structure, commercial negotiations, financing coordination and management of the transaction timeline.
XpoNential serves as the single accountable lead on the business and operating side. We keep the attorney, CPA, lender and any specialty diligence moving on one timeline and within clearly defined roles so nothing falls between them and nobody performs the same role twice.
Our fee is fixed and never based on the practice purchase price. We receive no compensation from the seller or broker. Some banks may pay XpoNential a referral fee if a transaction closes with them; others do not. That does not determine our lender recommendation. We evaluate financing sources based on buyer fit, structure and terms and disclose any applicable referral compensation.
A team engaged to represent your business and operating interests. The recommendation does not move with the purchase price. If the right answer is to walk, that is the answer you get.
Related, but structured differently. Buy-ins carry partnership terms, governance, and exit mechanics a straight acquisition does not. Start on the Associates and Buy-In page, or send the opportunity over and we will tell you which one you are doing.
The First 60 is included only in Acquisition and Transition. Once the transaction closes, we operate the control tower for the first sixty days. We confirm that the ledger, payroll and other systems are live; establish policies and benefits; ensure receivables land correctly; baseline KPIs against the acquisition pro forma; and put the weekly and monthly operating cadence in place.
The engagement ends and the practice runs. If you want ongoing operating support, XpoNential Operations Management can continue from there. If not, you retain everything we built and operate it yourself. There is no ongoing obligation and nothing is held back.
Start here
Send us the practice.
We will tell you the truth about the opportunity.
Already evaluating a practice? Send us the listing, asking price and available financials with your booking notes, and we will review them before the call. Still searching? Start with a conversation about your acquisition criteria, clinical capabilities and financial objectives.
Complimentary first read. No obligation, and nothing you send goes anywhere else.