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This podcast covers from START to FINISH How to Acquire a Dental Practice. Michael Dinsio, founder of Next Level Consultants has literally seen hundreds of deals as a banker in the industry & he has personally consulted hundreds of dentists as a Buyers Representative. Michael talks with GUEST SPEAKERS about Due Diligence, Legal, Demographics, and more... He invites experts to the show to help you avoid those headaches and heartbreaks. So start at the TOP w/ Episode 01 and work your way through the transition process. We break it down step by step in a true #UNSCRIPTED and genuine way.
00:00
Oh yeah! Here we go! Practice acquisition! There are pitfalls throughout the entire process.
00:25
Hey, what's up guys? Welcome to another episode of Dental Acquisition Uncensored. I am super stoked about this episode. We've got a lot of great things. We discuss and break down how an LOI works. Really the whole purpose of it and...
00:45
what the legal ramifications are of going through the process and how mechanically you need some key factors in an LOI. But a lot of it also is fluff and you'll hear some of that in the episode. We discuss kind of all the things that you need to be thinking about as you approach a seller and how to get into their head in a good way. The strategy in how to win
01:15
a practice when you're making an offer, how can you differentiate yourself from the rest of the buyers? So stay tuned on that. That's more towards the end of the episode. And there's some really good nuggets in there that I think you'll take away a lot of value add there. You know, big picture folks, you know, thanks for being a part of this program. Startup Uncensored was a great, great program. And check that out if you're
01:41
heading down the startup path, but Acquisition Uncensored is running through top to bottom how to buy a practice from start to finish. let's get into it. LOI, letter of intent, breaking it down, let's go. Acquisition Uncensored, the truth when buying and selling a dental practice. And now your host, Michael Dinsio.
02:08
All right, all right. Welcome, welcome. This is another episode of Dental Acquisition Uncensored. My name is Mike Dinceo, founder of Next Level Consultants and your host for this program. Super excited about this episode because I am interviewing one of my favorite people in the world, potentially the world. Go back with this guy. Ten plus years. We interviewed him on
02:36
startup uncensored on a different topic, but We've got we got a legend in the industry in the house today. I'll Leo Romson with dental medical counsel Welcome to the program my brother. Thanks Michael. Thanks, buddy. It's a pleasure to be here I'm excited that you're doing this on the acquisition side. It's awesome. Awesome. I know I know I mean the the other podcast obviously as most of my listeners knows all about startups But you can't do a startup podcast without doing an acquisition
03:06
Podcasts because they're under they flip flop. They flip flop. You start an acquisition. Oh, that's not working out. Let's go startup. Oh, the startup. I've found a practice. Let's buy it instead. So it literally is happens like that. Right. So today's topic, let's get into it, is the letter intent. And Ali, of course, is a dental attorney in in in one of my, like I said, my friends, but
03:32
More so just a wealth of knowledge. He's an attorney in California, but works dental deals all over, all across the country, lots of states. And again, the topic today is the LOI, the letter of intent. And we're going to break down what it is, what the process of it is. But most importantly, like, how do you, how do you utilize that opportunity to win the deal? So, but before we get into it, Ali, give me a little bit about you and your firm and what you're all about, man.
04:01
Sure, thanks Michael. Yeah, so as you mentioned, I'm a dental attorney and so this is what I do, help doctors all across the country buy offices or do startups. We do lease negotiations, employment law of course, and estate planning. I kind of fell into this as you know, because my wife is a pediatric dentist here in the Bay Area and I started, know, when I worked at a bigger firm, started doing
04:28
work for her classmates and her co-residents and whatnot. And I was like, oh my gosh, this is so much more fun. You know, and I'm enjoying, you know, working with this group so much more than, you know, the big corporations and whatnot. And so, so made the jump and it's been super fun ever since. have some lifelong friends who started off as clients and then, and you know, and I get to meet people like you who I've known forever and you know,
04:55
ever since that lunch in Blackhawk. know. Gosh, that was 10 years ago. How many deals do you think you have done in your career? If you were to guess. my gosh. I won't even be able to. We do on average about 250 or so deals a year. so we just celebrated our 15 year anniversary.
05:23
So probably close to a thousand, man. I know. Yeah. That's insane. It's insane. Yeah. Yeah. Yeah. Add it up. Yeah. Add it up. All right. So letter of intent. L. Y. So we've worked our way through the process. As you know, if you guys started with us in episode one and now we're at a place where we've interviewed, I just interviewed all of the practice brokers. We talked about how to find a practice, talked about lending. Now we found our practice, whether it was through
05:54
the broker or it's through finding it organically and we need to make an offer, right? That's what we're doing. So it's called a letter of intent because it's an intent to purchase, walk us through what it is. Like what's the letter of intent and what does it stand like? What's the point of it? Yeah. Yeah. And, and, and it's important, I think for your listeners to also know that it goes by a couple of different names, right? The letter of intent.
06:19
is the most common one, but sometimes some brokers and some people call it a memorandum of understanding and MOU or, you know, they have a variety of different names. But like you said, the goal of the letter of intent is super simple. It's to show your interest to the seller that you want to buy this practice upon these agreed terms. And so usually,
06:43
It's all business terms. There's some legal terms in there, but really most of it is business terms regarding how much you're gonna pay and when you're gonna pay. And we'll get into all of that, but it's the first step of getting a deal done. Now, you might say, why would you ever do that? Why would you ever wanna take this extra step? Well, it's really a way of minimizing your legal costs if the seller
07:11
or you, you know, if those, you're a seller, um, aren't really serious about the transaction, right? Because if you can't agree on the business terms, then what's the point, right? Yeah. So, yeah, what, what is the point? And, and I always say like, when you're looking for practices, you're like on Tinder, you're swiping, right? Swiping, laugh, trying to figure out, let's get some coffee dates going on, right? Then the LOI is more like, Hey,
07:40
I like you. We've gone on some coffee dates and some other situations as well, potentially. And now we're exclusive, right? But still very much break up a bowl. If that's a terrible word is we can break up. So let's say we do an LOI, Ali, like what does that break up look like? Is it a big deal? Is it not a big deal? Like what's that process? Yeah. Like, yeah, it's a good question. Yeah.
08:07
Yeah, it's a super good question because this is actually where the first misunderstandings happen with an LOI. So an LOI does not, like you said, does not mean that you are getting married at the end of the transaction, right? And so although you are gonna be only working with the seller if you're the buyer, right? It is not something that
08:35
binds you to purchases. The LOI isn't. The LOI is. Yeah, exactly. It's not binding, right? So you'll hear that word is non-binding, which means that you can walk away from the transaction. However, everything that's in the LOI typically transfers to the legal documents that are going to be created. So one thing that I hear a lot across the country from buyers, because as you know, Michael, what we do is we
09:04
have a reputation for representing buyers and helping them become entrepreneurial in their endeavors. And that's exactly right. that, well, we hear brokers and sellers sometimes tell these buyers, just sign the LOI, get your offer in, and then we'll deal with it later. But that really defeats the purpose of the LOI. And so you should really take it more seriously and look at it and say, okay, how much am I willing to offer?
09:32
assuming all the financials that I have, and sometimes the financials aren't very much, Especially if you're dealing with a broker initially, you have some basic data, but you submit the offer with Mike's help. And then once you have that, then you move to the next stage. you got to make sure you're comfortable with the sale price, with the closing date, all of that. Yeah, this is like you're leading the witness right now.
09:59
What are the key? Yeah, this is perfect. What are the key things? Because it's not binding. But we just you just said it perfectly. The business piece of it. Like, what's the point of getting married if you don't know what the terms are? Like when you're dating, do you want do you want kids? Right. Do you are you know how much money do you make? Yeah. What do you want to live? So like what are the what are the main pieces in your mind? If it's not the legal.
10:25
crap or it could, it's going to have some of the legal crap, but what are like the main things? Like if a broker is telling our audience, just sign this and let's go like in your mind, like what are the nuts and bolts, the basic stuff? Yeah. So, so there's, there's three portions in my mind of the LOI and they go from like super obvious to less obvious. Okay. So the first is the purchase price, of course.
10:54
Right? That's the most obvious one. How much are you going to pay for this practice? And, and like I said, that portion needs to be discussed with you, you know, as the consultant, you know, so that you can sort of analyze it and maybe with a bank too, where they can kind of give you an impression of what this practice is worth. Now they're not going to do evaluation for you as the buyer, the bank won't, but with their guidance and also
11:22
you know, Mike's guidance, you can kind of come to an agreement on, okay, this is what I think this practice is worth, right? So that's the obvious one. The second group is what are you actually buying? Right? And so this becomes a little bit less obvious because everyone's like, well, I'm buying this dental practice. Okay, well, but what does that mean, right? Are you buying the charts?
11:51
how many years of the charts are you buying? Are you buying three years, seven years or all, right? And each one of those has different repercussions of course, right? Are you buying some of all of the equipment or are you buying some of the equipment? I mean, I have had buyers enter into a transaction and then the seller says, well, I'm gonna sell you everything except this cat camp. I promised my buddy I'm gonna sell it to him or.
12:18
or if they're like an endodontist, oh, you know, this is my favorite microscope I've had since, you know, residency. I want to keep that, you know? It's like, what are you buying, right? So I think that's the second grouping, right? Like, what are you actually getting? And this is actually, Michael, getting even more interesting because more and more people are using their name as their domain name.
12:43
right for their like websites and emails. And so the question is, are they actually selling that to you? Are they selling their name to you? And most, for the most time, you know, for the most case that's, you know, they're not, right? They're going to just let you use it for a while. so, so, so anyways, that's the second category. And then the third category, which I think is the less, the least obvious to buyers, but some of the most important is the contingencies.
13:13
Like you should have as a buyer, a financing contingency, right? Cause there's no guarantee. And Mike, you and I can talk for hours about banks pulling approvals and things of that nature. And usually it's not their fault. Usually it's like something funny that comes up in the seller's history or the buyer's history that like causes the deal to go kind of wonky. But you should have a
13:43
banking, know, lenders contingency, you should have a landlord contingency, you know, because landlords are getting kind of crazy. sometimes crazy. Crazy. Yeah. I mean, we've seen landlords ask for like 20 % increases in rent from, the seller to the buyer, just because they know they can, mean, crazy stuff like that. You know, buying the equipment, lean free. I have a deal now, actually, it's one of the doctors that you're working with, I think. He,
14:12
you know, the seller had a sale price, which was like, you know, a high sale price, but that was okay. Our buyer was willing to pay for it. And then at the last second adds on a, that the buyer also has to pay off the debt on the equipment in addition to the sale price. And their consultant kind of, you know, was recommending that, which is ridiculous, right? It's ridiculous. And then they wanted the buyer to also pay for,
14:40
for, which is really funny for training on some new equipment that the seller bought on his own. Like, oh, I'm going to send you to so-and-so facility to be trained. So you got to pay for it yourself. It's like, are you talking about? know, like ridiculous stuff. So, so anyway, so the contingencies are, super important and allows you to kind of get out if you need to, you know what I mean? I I love that. So 100%, you know, the purchase.
15:07
price is obvious, the obvious thing, like you said, these buyers, that's the easiest one. What about date? Date is kind of an important one too, right? Yeah, the closing date, absolutely. That's one of those more obvious ones too. Yeah, that usually goes with the purchase price, you're right. Purchase price, right. Okay. And what are you buying? That is so key. I've had nightmare stories where...
15:35
the exhibits towards the end have assets missing and especially the practice owners that own multiple practices. Folks. I mean, when someone owns multiple practices, my favorite thing is this little guy for the YouTube watchers is a phone because you get to take pictures and videos and all kinds of stuff. When you're doing that chart audit to make sure that, Hey, why did you
16:05
What do you mean that's not included? I had a seller take a autoclave right after COVID. It was the only autoclave. Folks, we are in a pandemic. You kind of need an autoclave. You kind of need one. Anyways, so I love that. So what's involved? I had, you'll love this. I had a ortho practice sell to my client and it was like a sports themed ortho practice.
16:34
Right? Right? Like, yeah, know, jerseys and all this stuff. And, uh, we got involved super late, but the seller did not want any of the sports themed stuff in there to remain with the buyer, not even for like a limited amount of time. So on the closing date, right on the closing date, they took all of that away. Like, so patients walked in the next Monday and then their office was bare. Right.
17:04
So, so, it's like, it's It's a theme. It's a theme. Exactly. And I was like, I get it. You know, you're Joe Montana, like, you know, signed Jersey, you know, like you want to take that home. I get it. Fine. But at least like let the buyer have an opportunity to replace it. You know what I mean? And so, so like those kinds of things are just little things that make a big difference. Okay. So I hear that.
17:32
I will say that most of my buyers are really nervous about the LOI because it's very contractual. Lee to terrible word looking. It's even when I sell my LOI, the seller sometimes sends it to their attorney because they, cause it looks very legal and it, and it is, and you, you, and you should, but it's a scary document.
17:58
Let's talk about brass tax though. Like I've had attorneys tell me that they will look at an LOI and definitely reference the LOI. But if the LOI is not really what they want it to say or whatever, as the attorney, you get to scramble that later if you want to. Am I wrong about that or no? No, no, can always go back on it, but
18:23
You can, you can go back on it if you have to, if you have to. I, I personally don't love changing the LOI, um, terms unless, um, unless we find something that's contrary to what was said in the beginning when our buyer got into the LOI. Now, of course, if I wasn't part of the LOI, totally different story, right? That's what I mean. That's what I mean. Yeah. Because you, the attorney coming in later,
18:52
And I know that's a different episode. It's what I guess what I'm trying to say is the LOI doesn't chisel stuff in rocks. We're not the purchase and sale is going to do that. Now, do I think that you should go into an LOI, be really aggressive and have the intent to change it later? It's not what I'm saying. But what I am saying is the practice brokers oftentimes use it as a formality just to get the deal moving. That's not that's kind of an extreme.
19:23
Right. And then and then there's probably the attorney. got one on the horn today. That's going to be the other extreme of like, get your shit dialed in. Right. But then there's probably some middle ground, too, folks. And so I guess what I'm trying to convey is that an L.O.I. get get the three parts that Ali is talking about here. What do you buy and how much what's the time frame and what are the contingencies? And then move on and and and let the attorneys
19:52
work out the legal side. Am I crazy here by saying that out loud? You're spot on. You're spot on because here's the thing. It's a very competitive environment, right? It's a very competitive environment. so you want to use the LOY as an opportunity to, in essence, be selected as the buyer. Now, now, in my opinion, there's a couple of things as a buyer, you should always do when you're ready to buy an office. Okay. So, so even before the, you know, we get to the LOY.
20:21
Right? So like step one is, you know, talk to, you know, Mike and make sure you've got your team ready. Right. And so who's your team? Get a lender approved. Right. So you have, you don't need five lenders, right? You just need one initially just to sort of get you pre-approved. So you can tell the sellers and the broker, Hey, I'm approved by someone. Um, and, uh, get your lawyer, right.
20:48
Uh, on board. so if you have someone like me helping you, then, then the sellers realize, Hey, this guy's or this gal is serious, right? They've got their consultants. That's the key. Yeah, exactly. It is the key because there's so many, so many window shoppers out there. And by the way, not that there's anything wrong with window shopping. Like everyone does it right. Like you look around, you get a sense of what the market is like, where you want to be. You start talking to, you know, Mike about, you know, looking at different practices.
21:17
You started kind of dancing around. then finally though, when you get serious, you're like, okay, you know what? I want to get some financial independence. I want to build wealth. I want to become an entrepreneur. Then you don't want to go to a seller without your team, right? You don't want to say, Oh, you know what? I've got some names. I'm going to go interview some banks and some lawyers and some CPAs. No, no, you got to say, Hey, I got Ali as my lawyer. I've got so-and-so as my bank. I've got Mike as my consultant and I've got a CPA. Boom.
21:47
Yeah, because because I like that because you're not just swiping right and left like we talked about right now. You are you are you have the intent of getting exclusive with somebody. That's your intent. And it and it tells and we kind of covered that up to this point with all the brokers and like how to approach a broker. We just got out of those episodes. But Ali's 100 percent right. Getting that team.
22:16
dialed in and, and, and just to stress that point, it's the, that brokers all we have, you guys don't realize they have people calling them every day, like hundreds, frankly, inside three month period, hundreds of buyers calling them. What do you have? What do you have? And they only want to take people seriously. And the way you could express that you're serious is having that team on your, on your side. Okay. So, so, okay.
22:47
I love what we've covered so far. To me, the brass tacks of this entire episode isn't necessarily the LOI. I mean, it is. That's the whole purpose of this episode. But uncensored style and straight to the brass tacks here is we are in a world where there is no practices to purchase. And I say that like there's tons of buyers and very little
23:15
little practices to purchase. So the supply and demand has just whacked out and it has been that way for a long time. Am I right about that Ali? Like, can you remember a time where it was a buyer's market? Can you remember a time? No, no, I mean, not in the last at least 12 to 15 years has it been a buyer's market. I mean, almost never. Yeah. So you've got a lineup of buyers looking at practices and it's really
23:42
Who's the first one that can get in and start getting serious? So that's where the LOI is key is like, get the LOI quick. And a lot of buyers don't want to do that because they're nervous about the ramification. So now that we have kind of not scared people to send an LOI in that the attorney can still rework it if you made some stupid move. How do we get our buyers, our clients Ali in position quicker, faster, easier? Like I guess
24:11
What's the strategy on the LOI or just the process in general to get these guys in a place where we're looked at more seriously, I guess. think, yeah, no, that's an awesome question because the human psychology of an LOI is very important, right? It's kind of like what you were saying. I love that analogy because I've used a very similar one, which is it is like dating, right? And an LOI is
24:41
kind of like almost like a promise ring, right? It's like, hey, you know, you know, we like each other, we've talked to each other, we're, ready to, you know, kind of take it to the next level. And we're going to go in, here's my promise to you, right? And, and to that effect, you've got to be ready to kind of open yourself up and disclose some stuff. so psychologically, when you submit an LOI, strong LOI with a team,
25:11
What it does is it tells the seller, this could be my guy or gal, right? This could be the transition. Now there's a seller psychology that every buyer needs to keep in mind as well, right? that is- folks, listen, this is the gold here. Understanding the other side. Go, go, Ollie. Exactly. Yeah. Understanding the other side's mindset and psychology in a transaction is hugely important here. This is where you're buying
25:40
someone's baby, right? They have worked and had a relationship with their practice and all the employees in their practice for 10, 20, 30 years. And now they're going to hand this off to you, right? To you. so to hand it off to you is a big deal. And also remember, it's not just handing it off to you, of course, they're getting money for it. But also it's legacy thing.
26:07
Right? You know, they've built their name and their reputation and now they're handing it off. They want that to be to someone who's strong and whatnot. so, so when you have now we go back to sort of what we were talking about earlier. You have your team ready, right? You, you're, know, you're pre-approved with a bank. So there's nothing in your credit and stuff that you don't know about. You've got Mike looking at the financial. So you have a sense because you've window shopped a little bit.
26:34
but now you have a sense of where the price should be for this practice, right? And then you get this practice that you really want because of the location, patients, whatever, and now you're ready to go and you're like, okay, I'm gonna put a strong offer. Now, there's two ways of submitting an offer. You can come to us and we usually turn around LOIs in one day because they're that important, right? And so, usually it's two pages, short, sweet, and we go, right?
27:04
Or you can use the broker, if there is a broker, a broker's LOI, right? They usually have their forms. It's already pre-filled and you, um, we revise some minor things in there, change the price and then off we go. Right. Can I, can I touch on that Ali? Just a little bit. You said two really good things. I'm going to say the first is using the broker's LOI can be problematic folks can be.
27:33
but not massively, but like I just looked at a broker's LOI and I could see the percentages that they've changed in the seller's favor. So get an Ali or myself involved fairly quick before you're submitting any LOIs. If you're going to use the practice broker's LOI, fine. Ali and I are probably okay with doing that, but at least have us look at it because there's some things in that that you might not be okay with and Ali needs to explain that and I need to explain that. Right.
28:03
100%, yeah, 100%. mean, remember what we said guys about it being non-binding, about all these other things are what they typically are. But like any contracts, an LOI could become binding. They could have a deposit, as I've recently seen, that's non-refundable.
28:28
I would never let you sign that nor should you ever sign that, right? Like there's just no reason to do that, but it could happen. so, just because we're saying it's non-binding typically doesn't mean that the one that you get from the broker or the seller is non-binding, right? You know what I mean? And so, if you get it, great. We're not gonna create our own, right? Because we wanna put you in the best position to be selected as the buyer.
28:55
But we are going to revise stuff slightly to make it more advantageous. But I think the mistake that some lawyers do and some consultants do is they go in and they redline the whole LOI, changing sentences for stylistic reasons and all this kind crazy stuff. It's silly. So that was a bit confusing. Not confusing in how you said it, I just want to say it in a different way just so it sinks in.
29:24
that there could be some things in the LLY that are binding. That's what Ali was saying. If you're, if you're not careful, but, but it's meant to be kind of that promise story, the promise, the promise ring that's old school, Ali, the promise ring that that's, that's old school buddy. But I love, I love it. I love it. Ali's he's a, he's a romantic type. We can tell we already can tell. So
29:53
So yeah, be careful because there definitely could be some things. So have professionals look at it. The other thing that you said there Ali was to tap into the legacy. That was one of that. Okay. So we're talking about like strategies and to winning a practice. There isn't a better strategy than connecting with the seller in a human level or clinical level. I'll say that again, a human level or clinical level or both.
30:22
outside of the business terms that we were just talking about. Like Ali's going to do a great job. I'm going to do a great job mechanically from the business perspective, but there is a way for you to somehow tap into their Instagram or Facebook page and find some connection. Or maybe like my buyer that I just got off the phone with got to go look at the practice for the first time and the seller was there to greet them and they spent an hour together. I'm like, we've got this thing because they connected on a human level and clinical.
30:52
Uh, maybe it is, um, sending your portfolio with your offer or writing a personal letter with your offer, because if there's a way that you can separate yourself from just the three parts that Ali just described, you got to have those purchase price. What are you binding contingencies? That's going to protect you. boom. But if there's a way for you to connect somehow to make that seller like you more,
31:22
Yeah, that's a winner. Can you think of anything else that's interesting or no, you summarize it perfectly. That's that's exactly right. I mean, it's it's a it's this it's it's this human connection part of it. It's it's the it's the business side will come, but the human connection is is is huge. It's huge. And and you know, and if there isn't a broker, if there is not a broker, the emotional side of this becomes even more important because
31:51
because one of the great things that brokers do in transactions, you know, they kind of get a bad rap sometimes and, and, know, some of them deserve it, but, lot of them don't, and they do a really good job of setting the stage for the seller to actually transfer because they go through this roller coaster, right? They're excited to sell it they're, you know, finally transitioning, but then they're getting fearful of, you know,
32:20
Oh, what am I going to do the day after it's sold? Right. I don't have anything. I don't have any place to go. I don't have anybody to talk to, you know, that kind of thing. And, the brokers help them through that emotional rollercoaster. And just as we would help you buyers through the same thing, right. Fear of failure, fear of getting such a large loan, fear of, you know, you know, you know, the unknown. Right. And so, the clinical skills I've had people freak out about maybe I'm not ready clinically. Yeah.
32:49
Yeah, you it's funny, Mike, you see this. mean, two thirds of deals right now are transactions versus startups, right? Because a lot of people believe that having immediate cashflow from existing patients is really a good thing. And it is, it's a wonderful thing. But you know, the problem you have with transitions, acquisitions, if you're not careful, and I think this is where the LOI starts mitigating some of these risks, is there's a lot of skeletons that could be buried in a dental practice.
33:18
And you need to do your due diligence, you know, from a consulting perspective and look at all the data and make sure it's all clean, you know, and all of that, you know, helps you ensure and minimizes your risk. And it all starts with the LOI. does. It does. I, I, we've had some really good things here. Let's talk about the last maybe few minutes here. Some things that can
33:48
differentiate you from the rest of the sellers mechanically. Obviously price is one of those things you could ask. You could offer more cash. Got to make sure that the bankers can can actually give you that money. That's key. If they can't, where are you going to get that money? It's going to be your own pocket. Are there any? So that's the easy one. The you said the first part is the obvious ones. Date. Can we can we fast track and get you sold seller?
34:18
That's going to be good. Can I give you $10,000 more than the asking? That's an obvious one. Is there anything mechanically Ali, anything mechanically from a LOI that could potentially give somebody extras? think, I think keeping the LOI straight and simple for someone to understand, I think is the key, right? If you have your team and
34:45
you're giving them a competitive offer and then you give them an LOI that's straight away very simple to read. They don't think it's gonna be lawyered up, right? It's not like they need a PhD to figure out kind of what's in there. It just makes that first step easier and puts you in the driver's seat, right? And I'll tell you, there are some, I mean, there are some brokers who will not work.
35:14
with certain buyers because of the lawyer that they have. And don't blame them. don't blame them. I don't blame them because sometimes it gets too lawyer up and there's a way of finessing the buying process so that you get what you want, you minimize your risk and get the deal done and not kind
35:41
create all this animosity, right? Create all this animosity. mean, you know, there's a, you know, there are lots of groups who do, right? You know, to justify a lot of different things, they create a lot of animosity. It sounds good, right? And they scare everyone, but they're not really truly doing their job. Now you're in my head Ali, because that's next level. I say, like when I'm talking to a buyer,
36:09
Am I against using the broker's LOI? I'm not because they're used to that language. And if it comes back on their letterhead, you actually will probably have a better chance at winning it. Now, we, and I are saying, make sure what's in it's not going to get you. But when we use, I'm not going to, I'm not going to lie in my earlier days as a buyer's rep, I
36:37
sent the long LOI with the next level logo at the top. Right. I did. Has that stung me? It has. Today I'm sending shorter LOIs with the help of Ali. If Ali's involved, I'm definitely using his, but guess what? There is no next level consultants logo at the top of my LOI anymore. Why? Because we might not want to tell the other side that we got Mike D'Incio and Ali Oromchain on the side. Right.
37:07
So now you're starting to get into the strategy stuff is like, hey, let's, once they accept the LOI, then we can tell them like Dinsio and Holly is involved, right? Okay. So folks get into it. Think about that because if the seller is looking at five other LOIs, do you think they're going to accept the one that's twice as long and with next level consultants at the top? Come on. Yeah. Let's, let's right.
37:35
Yeah, that's exactly it. You just got to be smart. Yeah. You got to just be strategic and you got to be smart and, and, uh, in, in all of those things, you know, all of those things matter when you're in a bidding contest for a good practice. And to your point, you know, a lot of, a lot of brokers have a lot of practices for sale, but that doesn't mean they have a lot of good practices for sale. so, so, you know, the ones that are good are the ones that are going in fast, right? know, and sometimes by the way,
38:04
for all of you buyers out there, they're not even hitting the market, right? They are being sold to, consider them like pocket listings, right? They've got an amazing practice and they've got five amazing people or three amazing people ready to rock and roll and they will move forward. And I'll tell you, one of the things we've done is, we've got a really great reputation with, and relationship with a lot of these good brokers around the country who understand that.
38:32
And they will a lot of times select our buyers as one of those pocket listings for the practices that are just really good because they just know that the LOI is going to be well thought out. It's going to be straight. It's going to be good. And then the deal is going to focus on the most important things to get the deal done. And sometimes the deal falls apart because we find out something that is crazy and we can't do the deal.
39:01
You know, but I think we all know, you know, to build wealth and get to financial independence, you got to own your own practice. So I'll end it with this Ali that you said something that was really good is like, get your team involved and what you need to do. Right. And, having that team is super important. I'll end it with this, that your team don't, don't have an unhealthy skepticism of your team.
39:32
because they are pro deal. Sometimes buyers get this feeling of like, why is everybody pushing me or why is like, you know, it's good to have a deal team, pro deal. And like strategies of taking my logo off my LOI, the reason I'm because I want you to win it. Like we all want you to win it. Now we'll be the first to tell you, we'll be the first to tell you.
39:59
This is not a good idea. We're not moving on this deal. Ali and I have killed many deals. That's not a problem for us. But your team should be pro deal, right? You don't want deal killers out there. No, no, no, no. mean, look, it's kind of like to use that same analogy you were using earlier, right? If you tell your friends, if you tell five friends you're getting married to...
40:26
you know, to this incredible person you just met and you have a relationship with, you don't want your friends to say, oh, you guys are going to get a divorce. This is terrible. You shouldn't even get married. Like, you're to have kids with this person. Like they're going to be obvious kids in town. Have you met their, have you met their mom? That's not, that's not the kind of friend you want, right? You want someone who's going to support you and push you and, and, and encourage you.
40:56
and then if they do see something they raise their hand and they're not afraid to tell you hey by the way you know this person hit on me at your birthday party last night so maybe you shouldn't marry them you know what i mean you know and that's a good friend right and that i think to your point is
41:18
your advising team has to advise you with the idea that the deal is going to happen because that's what you want, clearly, because you're in the market to buy a practice. But as soon as something happens that's not good, you got to have a deal team that raises their hands and says, hey, we need to look at this and we need to work together to resolve it and find a solution. Right. And so I think you bring up a really, really good point. That's well, hey.
41:46
That's what we're doing here. guess that great episode today we discussing the LOI strategies to win deals to put the nuts and bolts of the LOI. Ali Oromchain is available to you folks. His work ethic is unparalleled. We're going to have all of his info below here in the show notes. Remember to like us, review us, share the information to your friends. Thank you, Ali.
42:16
for being a part of this, as always, my friend. Yeah, thank you for inviting me. This is always fun. And you're doing a great job with these podcasts. it's a blessing to be part of it. So thank you, You're welcome, buddy. We're having a good time. Well, without further ado, take off, have a good day, and we'll see you on the next episode. See you guys. Bye, everyone.
42:40
Tune in next time for another truth-filled episode of Acquisition Uncensored. We want to hear from you. Interact with your host Michael Dinsio. Follow us on Facebook and YouTube. Comment and Subscribe!