Why a 7x DSO Offer Lost to a 6.5x Offer
A fictionalized deal teardown: two DSO offers on a $700K EBITDA general practice. The higher multiple lost once cash at closing, rollover, earn-out, doctor compensation and tenure were laid side by side.
Fictionalized transactions, walked line by line. Each one shows why the headline multiple told the seller less than the structure did, and how cash, rollover, earn-outs, compensation and tenure change the answer.
A fictionalized deal teardown: two DSO offers on a $700K EBITDA general practice. The higher multiple lost once cash at closing, rollover, earn-out, doctor compensation and tenure were laid side by side.
A fictionalized deal teardown showing how post-sale compensation terms, not the purchase price, produced a $400,000 swing between two DSO offers on a high-producing oral surgery practice.
A fictionalized teardown of one DSO offer under two scenarios for the rollover equity: a strong second exit and a weak one. Same LOI, a $1.1M swing in what the seller ultimately received.
A fictionalized teardown of three DSO offers on a general practice: a regional DSO, a national platform and a dentist-owned group. The seller asked 7x and chose the lowest headline number.
A fictionalized teardown of a pediatric practice sale where $600K of a $3.6M price sat in an earn-out tied to targets the seller could not control after closing.
A fictionalized teardown tracing one deal through asked, IOI, LOI and closed multiples. The multiple dropped from 6.0x to 5.5x and the enterprise value did not move, because the EBITDA denominator changed.
Enterprise value, cash at closing, rollover equity, earn-out, holdback, doctor compensation, required employment, restrictive covenants, and clinical and staff terms. That is the DexCompare format. If you have offers in hand, we lay them out the same way.