The risk in a group acquisition sits between the practices

By Andy Sloan

28 September 2026 · 4 min read

Most dental group acquisitions are diligenced practice by practice. In my experience, the expensive risk sits between the practices.

I've seen this from the buyer's chair more than 120 times. I've also seen it from the other side, as the software provider whose contracts the buyer was about to inherit. The pattern holds from both seats.

A buyer looking at a group of five, eight or twelve sites does the sensible thing. They break it into parts they understand and check each one. What they rarely check as hard is the thing that makes those sites a group in the first place.

What standard diligence does well

The site-level work is usually thorough. Associate agreements get read. NHS contract values and UDA delivery get tested. CQC reports, leases, equipment registers and staff files all get reviewed.

That work matters, and I'd never argue for less of it. The issue is what it's designed to find. It confirms that each practice is what the vendor says it is.

It won't tell you whether the group works as a group. Lawyers check title and contracts. Accountants check the earnings. Clinical advisers check compliance. The platform that ties the sites together often falls between all three briefs, so nobody owns it.

The questions the data room won't answer

The platform is the layer of systems, contracts and data that lets a group run as one business. It's also where the year-one surprises live.

Start with the patient data. Who is the data controller, the group or each practice? Where is it held, and what would it take to extract it cleanly if you changed supplier? Buyers who assume the answer is simple often find it isn't.

Then the software contracts. Many are signed at site level, on different dates, with different notice periods. Some carry change-of-control clauses. Some are priced on terms that won't survive a new owner's procurement team. None of this shows up in the EBITDA bridge.

Then count the practice management systems. A group that grew by acquisition often runs whatever each practice had when it joined. Moving everyone onto one system costs money and time, and it uses up staff goodwill. That cost should be in the price before anyone signs.

Finally, ask where the numbers come from. Is the monthly reporting produced by a system, or rebuilt by hand in a spreadsheet before it reaches the data room? Hand-built reporting can be accurate. It's rarely repeatable, and it usually depends on one person.

Three businesses sharing a logo

A group of eight practices running three different systems behaves like three businesses sharing a logo. The EBITDA looks consolidated. The operation underneath it hasn't caught up.

That matters for more than integration cost. It shapes what the buyer can actually do after completion. Central reporting, group purchasing, shared recall and a single view of the patient all depend on the platform. Without it, the synergies in the model are still only a plan.

It also shapes the exit. The next buyer, whether a larger group or an institutional investor, will ask the same questions with more resource behind them. A platform problem inherited today becomes a price chip at the next sale. Governance is part of the valuation whether or not anyone put it in the model.

Why an outside view pays for itself

An external adviser earns the fee by owning the question that falls between everyone else's brief. That only works if the adviser knows which questions to ask.

I learned mine from both sides of the table. I led more than 120 acquisitions at Portman Dental Care, where I was the buyer asking the questions. I then spent three and a half years running Agilio's dental business across EMEA. There I held the software contracts that buyers inherit, and I saw what happened to them after completion.

Each seat teaches something different. The buyer's seat shows you what a deal needs to be true. The supplier's seat shows you where that usually breaks. Put the two together and you get a short list of questions most data rooms won't answer unless someone knows to ask.

Independence matters too. Several of the parties around a deal are paid when it completes. An adviser with no stake in completion can tell you what the platform will cost you, and say so plainly.

When to bring one in

The cheapest time to find a platform problem is before heads of terms. At that stage it's a negotiating point. It can move the price, shape the warranties or change the structure.

After heads of terms it becomes a renegotiation, and goodwill with the vendor starts to cost you. After completion it's simply yours to fix.

If you're looking at a group, diligence the practices as thoroughly as you always have. Then ask who is diligencing the space between them. If the answer is nobody, that's the first question worth paying someone to answer.

Next read: The three prices of a dental business →