The Sales Process

Typically the sale process will involve the following 10 stages:

1. Prepare and review your paperwork, to include:

  • Financial statement – financial accounts for last 24 months, 12 months VAT returns, NHS performance & private capitation statements etc
  • Property status – If you own the freehold, no action required, Leasehold, if there is  less than 10 years unexpired, generally the buyer will require an lease extension.
  •  Property compliance certificates – EPC, PAT, air condition units and, if relevant asbestos survey (bank lending requirement)
  • NHS contract  –  If its  a PDS , you may need to approach the PCT to convert to a GDS, but ask your dental lawyer/ ProPractices before you do anything
  • Expense Share Partnership – check  the terms relating to the sale of your practice.

2. ProPractices independent valuation –  it’s a prudent step is to source an independent valuation of your practice goodwill –  the main asset of your business. This will take into consideration internal factors such as financials, contracts, property as well as external market variables.

3. Appoint a specialist dental lawyer – ProPractices strongly advise using a specialist lawyer who is familiar with UDAs, PDS, GDS  etc. The complexities of the NHS contract provisions and  compliance regulations demands this expertise.

4. Marketing phase – ProPractices will implement this phase to a targeted list of registered buyers and, if required, will utilise other channels. ProPractices will manage viewing & offer stage. At this phase we advise our clients:

  • NOT to speak to your staff unless that you are confident they wont look for new jobs
  • NOT to speak to the NHS that you’re are proposing to sell, as there is a small risk of them terminating your GDS contact and offer it for tender!  Consult with your solicitor on this matter!
5. Lead and complete negotiations – ProPractices team of professional negotiators will manage this process through to heads of terms agreements. Our objective is to maintain deal momentum, manage our clients expectations through to maximising the sales price at optimal terms.

6. CQC (England Only) – ProPractices will work to assist you on the relevant processes such as a transfer or new registration on behalf of the buyers. The CQC process can take up to 12 weeks therefore its prudent for application forms to be completed prior to the  Due Diligence is first submitted.

7. Practice finance – ProPractices will work with the buyer and relevant lender to facilitate the underwriting process to include liaison on valuation appointments, financial accounts and provide comparable market values, if required.

8. Due diligence process – preparation is key as this is where a vendor can come unstuck in the sale. A buyer’s solicitors will be acting on the premise that you know everything about your business and his client does not. Their enquiries will revolve around many of the mentioned in point 1.

9. Sale purchase contract – this contract sets out the terms of the sale and the nature of this contract will depend of the variables of practice type  e.g. NHS/Private/ Mix,  Sole Trader/Partnership/Ltd Company,  Freehold/ Leasehold etc. Your Dental solicitor will work with the other side to agree a sale contract to protect your interests, minimising your warranties and commitments post sale.

10. Exchange and completion –This is where the paperwork and lease is agreed, the bank are happy and the CQC are primed. At this stage the period between exchange and completion may be a month, or in the case of some private practices where no consultations with outside parties is required i.e. NHS, exchange and completion can be simultaneous.