You may have considered selling you practice for some time but have never taken the next step in doing so. Whatever your reasons for selling, you want to make sure that everything goes smoothly. The sale process can be complicated but with the correct advisors to guide you through each step, the process can be smooth from start to finish.
Getting your practice ready
Perhaps you are not thinking about selling for another year? Maybe two? Getting your practice ready for sale can take time. Having up-to-date and accurate financial information is a must as well as ensuring that all aspects of the business are running smoothly. If there are any inefficiencies in your business, it is best to identify and address them now rather than after the sale process has commenced.
Top tip: Giving yourself plenty of time for this process will ensure that the maximum price is achieved.
Get in touch with appropriate advisors
You should have a chat with an appropriate agent about your plans to sell as far in advance as possible. A good agent will be able to guide you through the process from start to finish so it is important to do your research and pick the right person for you. You can except an agent to assist with the readiness to sell process, obtaining/ conducting a valuation and marketing the practice.
Top tip: if an agent suggests that they can sell you practice for free, you should avoid! These agents usually take their fees from the buyer so clearly would be unable to act in your best interests. We are always happy to recommend agents that we work closely with.
At the same time, it is also good to engage lawyers who have specific experience in the dental market. Picking a lawyer can be a daunting task, but it really doesn’t have to be. We are a friendly bunch and are there to help you. We will guide you and hopefully simplify the process. One thing you can be assured of is we are here to act in your best interests (this is a regulatory requirement). In our experience, picking someone with dental experience is invaluable. You know your profession has its niche requirements, CQC, GDC, NHS, clawback this list goes on. Here at Weightmans, we have a wealth of experience in the healthcare sector and can guide you through your career from working as an associate to owning your own practice on to retirement and beyond. We are a one stop shop and with over 1400 members of staff, there is always someone on hand to help.
Offers and Heads of Terms
Great news – you have received an offer to buy your dental practice (or maybe quite a few). You have decided which one you would like to accept following conversations with your agent and lawyer. So, what comes next? The first step is to agree the heads of terms. This is usually a relatively short document which sets out the key terms agreed between the you and the buyer. For example, the price, any period of exclusivity and arrangements with the property etc. The idea is that these speeds up the negotiation stage later down the line, so the lawyers can focus on the legal elements.
Due Diligence
Once heads of terms are signed, the lawyers and accountants on the buy-side will conduct a due diligence exercise. The buy-side will ask lots of questions about your practice and the property to gather as much information as possible. It is the buyer’s way of making sure the practice for sale is as advertised.
This is where all the readiness to sell preparation comes in handy. If your business has been prepared for sale, all financial information, information about the assets and employees etc. should be on hand and ready to go. You should also be prepared to answer questions about the NHS contract, CQC registration and capitation schemes.
Transactional documents
The transactional documents, whether that be an asset purchase agreement (where you are selling the assets and goodwill) or a share purchase agreement (where you are selling the shares of a company), are usually provided by the buyer’s solicitor in the first instance. We will review and report to you along the way, setting out exactly where we require your instructions. Our aim in this process is to do all the heavy lifting, which means a lot the work takes place behind the scenes.
Completing the sale of your practice
Once all the transaction documents are agreed, it is time to exchange contracts and complete. Exchange and completion can take place simultaneously and often within the dental world they do but it is possible for exchange of contracts to happen for a number of reasons — please see my colleague Abigail McGarry’s article for further information of split exchange and completion — how to buy a dental practice.
Congratulations – you have successfully sold your practice. There will likely be some post completion legal, CQC, NHS and financial matters to deal with, but leave that to us and your accountants. We will deal with most of the requirements.
