Buying or selling a dental practice
Wellers Law Group were instructed in connection with the sale of an NHS and private dental practice. The sale was structured as an asset sale pursuant to which the Buyer ‘cherry picked’ the assets it wished to acquire. The key stages of the sale were as follows:
Stage 1 HEADS OF TERMS
Wellers assisted with negotiating the ‘Heads of Terms’ document which sets out the terms of the deal. The Heads assist in the preparation and negotiation of the Sale Agreement. The Heads were negotiated within a week with the assistance of the selling agents.
Stage 2 PROPERTY
One of the Sellers owned the dental practice premises. Wellers acted for that Seller in connection with the negotiation of a new lease of the premises with the Buyer. The lease negotiation was running alongside the sale of the practice.
Stage 3 THE CARE QUALITY COMMISSION (CQC)
The Sellers and the Buyer’s liaised with the CQC to ensure that the requisite registrations were in place and to ensure that there were no issues arising from a compliance perspective which would affect the smooth transfer of the dental practice between the Seller and the Buyer
Stage 4 DUE DILIGENCE
The Buyer’s solicitors then raised their legal due diligence and property enquiries. Wellers assisted with preparing the responses and collating the supporting information. The Buyer raised its enquiries at the commencement of the purchase and where necessary throughout the transaction.
Stage 5 EMPLOYEES AND ASSOCIATES
The Sellers employed a number of staff and engaged a number of self-employed associate dentists at the Practice. The employment of the staff automatically transferred to the Buyer under law and the Buyer entered into agreements to take over the Sellers’ obligations under the associate agreements.
Stage 6 COMPLETION
Once the Sale Agreement and the various ancillary documents were agreed and the consents from NHS England and the CQC were obtained, the Sellers and the Buyer formally completed on the sale and purchase. The Buyer paid the Sellers the purchase price and took over the practice.
Stage 7 THE SALE AGREEMENT
The Sale Agreement was then negotiated between Wellers on behalf of the Sellers and the purchaser’s solicitors. This was the most time consuming part of the sale process. Specific provisions were added to cover the CQC registration and Buyer’s performance of the NHS dental contract.
Stage 8 NHS ENGLAND
Wellers and the Buyer’s solicitors liaised with NHS England in connection with the sale and submitted the requisite notices to ensure that the NHS contract was correctly taken over by the Buyer.
Stage 9 POST COMPLETION MATTERS
There are usually a number of post completion matters to be dealt with following a sale. With this sale, as a new lease was granted, the registration of the new lease with the Land Registry was deal with by the Buyer.
Why choose Wellers?
At Wellers we have genuine expertise in this field and work hard to achieve the best commercial deal for you, especially when negotiating warranties and indemnities and where applicable terms associated with earn outs. We also work closely with your accountant and with tax specialists to ensure any earn out arrangements are efficiently devised. A huge added advantage is that we have our own in-house property experts to manage and negotiate that important aspect of any sale. For sales of certain practice types we are able to offer clients a fixed fee option.