Healthcare / DSO·$15M-$25M EV·independent sponsor·2023·9 min read

Building a dental DSO in the Carolinas, deal by deal

How an independent sponsor assembled a 6-practice DSO over 4 years

TL;DR
An independent sponsor acquires a 2-practice anchor for $4M EV, layers in 4 bolt-ons over 36 months, builds to $18M EBITDA, then refinances and partners with a family office for the platform play.

The Setup The operator was 39, ex-Bain consultant, then COO of a regional healthcare services company. He left to operate as an independent sponsor with one capital partner: a Charlotte-based family office that had sold a manufacturing business and was looking for healthcare exposure. His thesis was specific: dental services in tertiary markets in North and South Carolina. Population growth, retiring solo practitioner owners, low DSO penetration relative to Texas or the Sun Belt, and a regulatory environment that allowed corporate practice of dentistry. The Anchor Deal The first acquisition was a 2-location practice owned by a husband-and-wife dentist team in their late 50s. $4.2M revenue, $1.1M EBITDA. The operator structured it as $4.0M EV (3.6x), with the dentists rolling 25 percent equity and staying on for 3 years as clinical leads. Capital stack: - $2.5M senior debt from a regional bank (not SBA: the family office relationship enabled bank financing) - $1.5M equity from the family office - $1.0M of dentist rollover (counted at fair value) The independent sponsor took a 5 percent closing fee ($200K), a $200K annual management fee, and 15 percent carry over an 8 percent preferred return. The Bolt-On Strategy Bolt-ons came on a roughly 8-month cadence: - Bolt-on 1 (Month 9): single-location practice, retiring sole practitioner, $1.2M revenue. Acquired for $1.4M EV, fully debt-financed off the platform. - Bolt-on 2 (Month 18): 2-location practice, $2.8M revenue. Acquired for $3.5M EV with a mix of incremental debt and a $500K family office equity top-up. - Bolt-on 3 (Month 27): single-location, $1.5M revenue. Acquired for $1.8M EV, fully debt-financed. - Bolt-on 4 (Month 35): 2-location practice, $3.2M revenue. Acquired for $4.5M EV, with a second equity tranche from the family office plus a regional bank step-up. By Month 36, the platform had 6 bolt-ons, 9 total locations, $14.5M revenue, $3.6M consolidated EBITDA after central overhead. The Operating Model The operator built a thin central services team (3 people: revenue cycle management, HR, marketing) plus a clinical lead from the anchor practice serving as Chief Clinical Officer. Each location retained its lead dentist and clinical autonomy. Centralized: billing, insurance contracting, recruiting, marketing. Two operating discoveries shaped the model: - Insurance reimbursement renegotiation, done at the platform level, lifted average per-procedure realized rates by 11 percent across the whole portfolio. This was the single highest-leverage central function. - Clinical staff recruiting was the binding constraint on growth. The CCO built relationships with the dental hygiene programs at three local community colleges and stood up a hygienist apprenticeship pipeline that filled openings in 4-6 weeks instead of the regional average of 12-16. Where They Are Now Month 48: the platform refinanced its debt at lower cost (rate environment plus scale). The family office partner brought in a co-investor (a healthcare-focused PE fund as minority) to fund the next phase. Plan is to triple to 25-30 locations across the Carolinas, then run a competitive sale process targeting strategic DSO buyers. What This Teaches DSO rollups work when three things...

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Source
Composite case study based on patterns from McGuireWoods Independent Sponsor Conference, healthcare rollup deals reported in Axial, and DSO operator interviews. Names and specifics are fictional.