Seller-side transaction control

Compare what the seller receives, earns, retains, risks, controls, and still owes.

Use fictional or coded aggregate inputs only. The workbench does not rank buyers, value a practice, upload documents, save data, contact a counterparty, or approve a transaction.

Start the workbench Download the guided Excel workbook Read the succession guide

Before you enter numbers

Know the question, gather the records, and choose how deep to go.

You are deciding which succession or sale path best fits the seller’s financial needs, patient and staff commitments, clinical values, retirement timing, and acceptable post-close burden.

First useful review: 35–50 minutes for two serious paths
What you receive: What is certain at closing, what may arrive later, what work or risk remains, which patient commitments are enforceable, and which safety checks stay open

Gather these first

Seller goals, retirement timing, after-tax need, patient commitments, and staff priorities
Offer or path terms separated into closing cash, notes, holdbacks, contingent value, rollover equity, employment, and fees
Debt, transaction costs, tax assumptions, real estate, guarantees, restrictions, and retained duties
Clinical-control terms, patient-stewardship terms, adviser disclosures, and documents that support each claim

Guided review

Start here if you are learning the decision or do not have every record yet.

Write the seller’s financial, patient, staff, and clinical boundaries
Compare only the two or three paths that are genuinely available
Separate certain closing cash from later, contingent, or illiquid value

Detailed review

Use this after the first result, or with advisers and stronger records.

Model tax, debt, notes, holdbacks, earnouts, rollover value, fees, and employment separately
Review clinical control, patient stewardship, post-close duties, restrictions, and adviser disclosures
Use qualified reviewers to test the actual agreements before relying on the model

Your output order

Read and print the plain-language result on this page.
Download the Excel decision workbook when one is available.
Save a DenQAI project file if you want to reopen your inputs.
Use raw CSV only for advanced data work.

Local workbench · Model 2.0.0

Succession, DSO Offers & Patient Stewardship

Compare seven transition paths on one after-tax, present-value horizon. Cash, deferred value, earned clinical compensation, control, stewardship, restrictions, and post-close obligations remain separate.

Data boundary

Do not paste an offer, contract, patient record, employee file, or adviser email.

Enter coded, aggregate values and short neutral summaries only. This browser tool does not upload or save the workbench, but your local exports remain your responsibility.

Local export available

No common direct-identifier pattern is currently detected. That does not certify anonymity, permission, privilege, or safe sharing.

01 · Seller mandate

Define what the practice must protect before asking what it can sell for.

Price can be important without becoming the only instruction. Write the financial, timing, patient, staff, authority, employment, private-buyer, and walk-away rules first.

Coded case labelCommon comparison horizon

years

Discount rate

A user assumption—not a valuation conclusion.

Financial floorRetirement timingPatient-continuity ruleStaff-protection ruleClinical-authority ruleAcceptable post-close employmentPrivate-buyer exposure ruleGlobal condition to pause or change the plan

A seller mandate is not a promise to accept less.

It makes price, certainty, retirement, patients, team, autonomy, and buyer type visible before process momentum buries the tradeoffs.

Download seller mandate

02 · Seven paths, one horizon

Model private succession as a real alternative—not as “doing nothing.”

Use the same period, discount convention, tax basis, evidence rule, and downside discipline. Inclusion means “compare,” not “recommend.”

Compare

Editing · Continue ownership

Separate the headline from what is cash, earned, deferred, contingent, restricted, or still exposed.

Closing bridge

Headline value

Reference only; the formula does not treat it as realized value.Cash at closing

Debt payoff

Transaction costs

Estimated closing tax

Use an independently reviewed transaction-specific estimate.One-time transition cost

Work, ownership, terminal value, and downside

Annual clinical compensation after tax

Earned labor—not sale consideration.Clinical compensation period

years

Annual ownership cash after tax

Ownership cash period

years

Terminal proceeds after entered tax, before disposition cost

Terminal disposition cost

Enter brokerage, legal, closing, wind-down, or other costs for the selected terminal method.Terminal realization probability

Terminal-value year

year

Annual operating-friction cost

Enter only supportable incremental burden—not a price for feelings.Operating-friction period

years

Guarantee exposure

Estimated guarantee-loss probability

Deferred / contingent component

Seller note

$0 expected PV

Face value

Realization / collection probability

Zero is permitted.Expected receipt year

year

Estimated tax rate on component

Evidence statusDocument or agreement that governs payment

Deferred / contingent component

Holdback

$0 expected PV

Face value

Realization / collection probability

Zero is permitted.Expected receipt year

year

Estimated tax rate on component

Evidence statusDocument or agreement that governs payment

Deferred / contingent component

Earnout

$0 expected PV

Face value

Realization / collection probability

Zero is permitted.Expected receipt year

year

Estimated tax rate on component

Evidence statusDocument or agreement that governs payment

Deferred / contingent component

Rollover or parent equity

$0 expected PV

Face value

Realization / collection probability

Zero is permitted.Expected receipt year

year

Estimated tax rate on component

Evidence statusDocument or agreement that governs payment

Rollover equity’s face value is never added to cash at closing. Only its probability-weighted, after-tax, discounted value enters the ownership-value bridge.

Evidence needed for this pathWhen the seller would pause, renegotiate, or reject this path

Decision Summary · 03 · Common-basis comparison

No ranked buyer. No hidden multiple. No clinical salary disguised as transaction value.

The ownership column is the sale-or-retained-ownership bridge. The clinical-compensation column is labor the seller still has to perform. “All-in” is shown only so the complete period can be reconciled.

PathHeadlineCash at closeDeferred / contingent PVOwnership PVClinical pay PVOpen evidence

Continue ownership$0$0$0$869,339$937,1470

Associate succession$1,150,000$80,000$331,036$545,661$386,5651

Staged buy-in$1,250,000$155,000$335,949$628,116$430,5762

Private dentist sale$1,300,000$795,000$58,642$838,642$129,6301

Seller-financed transition$1,200,000$110,000$279,375$359,375$196,1591

Independent merger$1,100,000$380,000$0$612,531$222,9080

DSO or group affiliation$2,000,000$685,000$164,216$694,399$519,0523

Formula contract: net cash at close + expected after-tax present value of seller note, holdback, earnout, and rollover equity + post-close ownership cash + terminal net proceeds after separately entered disposition costs − transition, friction, and expected guarantee loss. Earned clinical compensation stays separate. Probabilities, tax estimates, and terminal method require independent review.

The headline is a label, not the answer.

Rebuild every proposal from the executed documents and use one after-tax convention across all paths.

Download offer normalizer

04 · Contractual authority versus practical pressure

“Clinical autonomy” is not one clause.

Map ten decisions against both the written authority and the person or entity that can shape the operating reality through staffing, budgets, scheduling, purchasing, payer terms, data, or employment consequences.

Coded counterparty or scenario

CTRL-01 · Diagnosis and treatment planningUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-02 · Appointment length and scheduling templatesUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-03 · Clinical staffing and assistant allocationUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-04 · Materials, laboratories, and clinical vendorsUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-05 · Referral and specialist relationshipsUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-06 · Payer participation and fee decisionsUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-07 · Clinical records, data access, and retentionUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-08 · Quality, complaints, refunds, and remakesUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-09 · Capital spending that affects careUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

CTRL-10 · Hiring, discipline, and termination of cliniciansUnresolved

Contractual authorityPractical influenceEvidence statusAgreement or policy that determines this authorityPressure, exception, or operating dependency

Document rights and operating leverage separately.

A contract can reserve clinical authority while budget, staffing, scheduling, payer, or termination pressure changes what is practical.

Download clinical-control matrix

05 · Patient-stewardship term sheet

Translate “patient-centered” into observable transition commitments.

Some rows may become binding terms; others may remain documented expectations. Qualified counsel decides enforceability and required notices. The workbench makes the conversation visible before closing pressure removes it.

STEW-01 · Seller introductions and trust transferNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-02 · Completion of open treatment and remake responsibilityNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-03 · Patient communication and choiceNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-04 · Records custody, access, and lawful noticesNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-05 · Emergency coverage and vulnerable-patient continuityNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-06 · Staff communication, interview, and retention processNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-07 · Payer-change notice and access planningNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-08 · Use of seller name and community commitmentsNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-09 · Later resale or control-change transparencyNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

STEW-10 · Minimum handoff and maximum dependency periodsNot discussed

StatusProposed term or expectationAgreement, plan, or record that supports this commitmentOwner role

The seller’s best post-close work may be transferring trust—not maximizing production.

Define introductions, open care, records, staff, access, communication, and the end of seller dependency.

Download stewardship term sheet

06 · Post-close obligations

A closing is the beginning of every retained duty.

Track how each obligation is measured, when it is reviewed, who owns it, what happens if it is missed, and which document governs it.

OBL-01 · Seller employment or clinical coverageUnresolved

StatusMeasurement ruleReview period or milestoneOwner roleConsequence, remedy, or escalationDocument or agreement that governs this obligation

OBL-02 · Earnout measurement and dispute processUnresolved

StatusMeasurement ruleReview period or milestoneOwner roleConsequence, remedy, or escalationDocument or agreement that governs this obligation

OBL-03 · Holdback, escrow, or indemnityUnresolved

StatusMeasurement ruleReview period or milestoneOwner roleConsequence, remedy, or escalationDocument or agreement that governs this obligation

OBL-04 · Rollover-equity governance and liquidityUnresolved

StatusMeasurement ruleReview period or milestoneOwner roleConsequence, remedy, or escalationDocument or agreement that governs this obligation

OBL-05 · Guarantees and retained liabilitiesUnresolved

StatusMeasurement ruleReview period or milestoneOwner roleConsequence, remedy, or escalationDocument or agreement that governs this obligation

OBL-06 · Restrictive covenants and nonsolicitationUnresolved

StatusMeasurement ruleReview period or milestoneOwner roleConsequence, remedy, or escalationDocument or agreement that governs this obligation

OBL-07 · Real-estate lease, guaranty, or maintenanceUnresolved

StatusMeasurement ruleReview period or milestoneOwner roleConsequence, remedy, or escalationDocument or agreement that governs this obligation

OBL-08 · Records, data, name use, and transition servicesUnresolved

StatusMeasurement ruleReview period or milestoneOwner roleConsequence, remedy, or escalationDocument or agreement that governs this obligation

Track obligations after the celebration ends.

Calendar the measurement, evidence, notice, cure, dispute, liquidity, and termination rules with the responsible adviser or owner.

Download obligation tracker

07 · Ten safety checks that cannot be averaged away

A larger offer cannot resolve a control, patient, legal, tax, employment, or liquidity problem.

A safety check is supported only when you identify the document or report behind the answer, record its limits, and name the person responsible for reviewing it.

01 · Seller mandate and timingOpen