Most dentists sell their practice from a position of weakness — and it costs them hundreds of thousands of dollars. They wait until they’re burned out, sick, divorced, or terrified of the next recession, and then they answer the unsolicited email from a private equity group like it’s a lottery ticket. That’s not an exit. That’s a surrender.
On the Bulletproof Dental Practice Podcast, Pete Boulden and Craig Spodak have walked through real letters of intent line by line — actual offers from DSOs and PE-backed buyers — and the pattern is always the same. The dentists who win the sale are the ones who built a business worth buying years before they ever wanted out. This is the guide to doing exactly that.
Here’s the shift most owners never made: your practice is no longer valued at “a percent of last year’s revenue.” That’s the old collections-multiple world your seller’s agent grew up in. The buyers with real money — DSOs, private equity, strategic consolidators — value your practice on EBITDA: earnings before interest, taxes, depreciation, and amortization. In plain English, it’s your true owner profit after you pay a market-rate dentist to do your clinical work.
Pete puts it bluntly: EBITDA is the most important number on your entire dashboard when it comes time to sell. And the target buyers are hunting for a very specific range — a healthy EBITDA margin of 20–25% of collections. Fall below that and you’re telling every buyer one of three things: you don’t have the size to leverage economies of scale, you’re not running the business efficiently, or you’re paying yourself a salary disguised as profit. Any of those drags your multiple down before negotiations even start.
The valuation math is simple: EBITDA × multiple = enterprise value. Grow your EBITDA and improve your multiple and you can add six or seven figures to your sale price without adding a single operatory. That’s the game.
This is the trap Craig calls the “amazing dentist entrepreneur” delusion. A dentist gets great clinically, buys practice number two, and it works because they can drive between them. So they buy number three. Then four. And suddenly they’ve confused clinical skill with operational skill — and their EBITDA is bleeding out.
The market has been lied to. The narrative — pushed at conferences and in forums — is that “private equity wants multi-location platforms,” so build more stores. But more locations mean more overhead, more management burden, and the need for centralized infrastructure that erodes EBITDA. On the podcast, the comparison that lands every time: a buyer will happily pay more for a 2–3 location group doing $10M with $3M of EBITDA than a 7-location group doing $10M with $1M of EBITDA. One proved it has systems and talent. The other just proved it can lose money at scale.
Scaling without intention destroys value. Tight, profitable, systematized beats big and messy every single time.
The Letter of Intent is the first formal step of an offer — often just an email, but it sets the terms everything else negotiates from. Deals are “snowflakes,” but roughly 80% of them track the same structure. Here’s what you’re reading for:
TermWhat it means for your moneyEnterprise valueEBITDA × multiple. The headline number — but not what hits your bank account.Equity rolloverHow much of the price is cash vs. shares in the buyer’s company. Cash is real; equity is a bet on their future.Preferred vs. common stockPreferred gets paid first. If your rollover is common stock, you’re last in line if the deal sours.EarnoutMoney you only get if the practice hits future targets. Structured to keep you working — and to claw back the price.Non-competeHow long and how far you’re barred from practicing. This can trap you or free you.Capital gains treatmentDeal structure changes your tax bill dramatically. The gross number lies; the after-tax number tells the truth.
The elevator pitch inside most LOIs is nearly identical: “we believe in clinical autonomy,” “we have a history of integrating your business,” “join something bigger than yourself.” It’s not necessarily a lie. But as the hosts stress — the question is whether the buyer actually follows through on the culture they’re selling you, or whether it evaporates the day the ink dries.
The Bulletproof rule is non-negotiable: only sell from a position of strength. Never surrender to the negotiation table. The moment a buyer senses you’re exhausted, sick, or scared, your leverage collapses and so does your price. Craig has been candid about going to the table from weakness — because life happens, tragedy happens — and the lesson is exactly why you build the exit-ready practice long before you need the exit.
There’s a quieter benefit, too. Even if you never sell, an offer is materializing what your practice is worth. It plugs a real number into your net-worth picture and tells you whether the machine you built has the value you assumed. Get the analysis. Know your number. Then decide from strength.
Here’s the defiant truth: the entire consolidation machine is built to convince tired, isolated dentists that cashing out to private equity is the only finish line. It isn’t. The 1% who build tight, profitable, systematized practices don’t sell because they’re desperate — they sell (or choose not to) because they’re in complete control. Clinical excellence is the floor. A life you own is the goal.
You don’t have to figure this out alone in a forum echo chamber. Dentists inside the Bulletproof Mastermind pressure-test real offers with peers who’ve already sat across the table — and every year at the Bulletproof Summit, that room shares the exact numbers and structures the rest of the industry keeps behind closed doors. Start with the podcast, then come find your people.
Dentistry doesn’t have to be a lonely profession, and your exit doesn’t have to be a fire sale. Build the practice worth buying — then decide on your terms.
The 1% of dentists, who want 100% from life.
