Updated September 16, 2026
Have a letter in hand? Get a free confidential read before you respond →
The letter is flattering by design. It names your practice, compliments your reputation, references “practices like yours in your area,” and floats a multiple — often a generous-sounding one — alongside an invitation to a short, no-pressure conversation. It may arrive from a DSO’s business-development team, a consolidator’s outreach arm, or a broker paid by the buyer. What it actually is: the top of a volume funnel. The team that sent it sends hundreds; the economics of that funnel only work if enough owners engage without an advisor and without an alternative. The letter is not an insult and not a scam — it is simply an opening bid dressed as a compliment, and it should be read exactly that way.
The headline multiple is real arithmetic applied to an undefined number. Three omissions do most of the work:
None of these features is improper. They are simply the standard mechanics of buying well — which is why selling well requires the same discipline on your side of the table.
The single most consequential signature in the whole sequence is not the purchase agreement — it is the letter of intent. Most LOIs include an exclusivity clause: for 60 to 120 days, you are legally barred from speaking with any other buyer. That clause is reasonable for a buyer funding real diligence, but it means the moment you sign, competition ends and your leverage with it. Every term still open at signing — and most are — gets negotiated during exclusivity, alone. If you take one rule from this page: know your number, and ideally your alternatives, before you sign an LOI. Negotiate the exclusivity period itself. And never sign one just to “see the real numbers” — that information is available without surrendering your alternatives.
Understanding the buyer’s underwriting turns the letter from an event into a data point. As an industry rule of thumb — not an appraisal of your practice — dental practices trade in these ranges:
| Practice profile | Typical range (× adjusted EBITDA) |
|---|---|
| Smaller solo practices | 3.5–5× |
| Established general practices | 4.5–6.5× |
| Larger, multi-provider or multi-site practices | 5.5–8× |
Industry rule-of-thumb ranges — the same ranges used in our free valuation calculator and our EBITDA multiples by industry guide.
Within those ranges, buyers pay up for earnings quality (payor mix, hygiene program strength, how much production is you personally), for provable transition stability (associates and patients who stay), and — more than anything — against competition. The full breakdown is in dental practice EBITDA multiples in 2026. The unsolicited offer is calibrated to what you will accept without an alternative; a competitive read is calibrated to what the market will pay. The gap between those two numbers is, in a real sense, what a process is for.
You do not need to launch a sale to change your position. The first step is quiet and unilateral: a confidential valuation of your actual numbers, so the letter’s offer can be judged against something real. If the offer is genuinely strong, you will know — and you can negotiate its structure from an informed floor. If it is simply first, the same preparation becomes the opening of a run process: qualified buyers of every type, the letter-writer included, signing NDAs and competing on the same facts. Buyers behave differently the moment they know they are not alone; price, structure, and pace all improve, because the alternative to treating you well is now visible to them.
You do not need to decide anything this month — you need to get positioned. Week one: do nothing outward; do not reply, do not take the “quick call,” and tell no one at the practice. Week two: build your own number — gather three years of financials and a first-pass add-back schedule, and get a confidential read of what the market would actually pay. Week three: compare that read against the letter’s terms as written, including every structural component, with advisors who sit on your side of the table. Week four: choose from strength — decline politely, negotiate the offer from an informed floor, or open a quiet competitive process in which the letter-writer is welcome to participate under NDA like everyone else. The letter will still be there in thirty days; unsolicited buyers rarely walk away from practices they chose to pursue. Your leverage, on the other hand, exists only until you sign something.
Responding to the letter directly starts a file inside a buyer’s development system — a small but real loss of discretion. The discreet sequence is the reverse: establish your number privately first, decide second, engage third. A valuation conversation with us is free, creates no obligation, and is shared with no one. If a process follows, buyers are qualified and sign NDAs before they learn your practice’s name, nothing is listed or advertised anywhere, and your team and patients hear nothing until you decide they should. Confidentiality is policy and process, not a promise — it is how the engagement is structured from the first conversation.
No — an offer in hand is leverage, not a deadline. Until you sign an LOI with exclusivity, you are free to find out what a competitive process would change, and the existing offer becomes the floor other buyers must beat. The only move that genuinely closes doors is signing exclusivity before you know your number.
Be careful: most LOIs contain an exclusivity clause that legally bars you from talking to any other buyer for 60 to 120 days, precisely when your leverage is highest. Signing to see the detail hands over your alternatives in exchange for information you could have obtained through a confidential valuation first. Have the LOI reviewed, negotiate the exclusivity period, and know your number before you sign.
It is real arithmetic applied to a number that has not been defined yet. The offer’s value depends entirely on whose EBITDA definition survives diligence, how much arrives as cash at close versus earn-outs, holdbacks, and rollover equity, and what happens to the price after their quality-of-earnings review. Two offers with the same headline multiple routinely differ by hundreds of thousands of dollars in real terms.
Responding directly creates a record with a buyer’s development team whose job is volume outreach. A more discreet path is to establish your own number first through a confidential valuation — nothing signed, nothing shared — and then decide whether and how to engage. If a process follows, every buyer including that DSO signs an NDA before learning your practice’s name.