Southern Dental started as a family-run business and expanded into 10 dental offices throughout Texas. They had considered a sale on and off again for years, but by 2015, the situation had become dire. Without an equity partner and Dental Solutions expertise, the offices wouldn’t make it through the summer.
Tralongo Dental Solutions was looking for just such an expansion opportunity. They had equity financing and expertise to fix what was broken and expand further into the market. But as the year wore on, the clock was ticking to keep Southern Dental offices open.
“There were a lot of distractions. The work that needed to be done on the lease assignments presented bigger problems. With one new lease and three amendments in six weeks, with Landlords I had no relationship with, it was going to require a concerted effort in the midst of a lot of competing priorities.”
By May 20, 2015 Tralongo Dental Solutions had terms to acquire these offices, but Closing had to occur by July 1. All the agreements accounted for this deadline with no provision for bridge financing or payment of operating expenses after that date. A number of due diligence items remained, but at the top of the list was completing 5 lease assignments and 5 renewals in 6 weeks.
“I knew immediately that two things would make or break schedule: organization and Client buy-in.”
Organization was established for each step of the process. Reaching out to ten Landlords and managing the process required creating a number system for each lease and correspondence. Roles and responsibilities were laid out for each location and we tracked them meticulously. If one Landlord caught wind of the urgency we were facing with another Landlord, they could have used it as leverage and increased costs on both sides. Over 650 pieces of correspondence and 350 documents were traded and collected over 6 weeks and not one document or email ended up where it shouldn’t due to our command and control structure.
We’d been building a long relationship with Tralongo, but summer schedules kept some of those relationships from the table. This meant new players would need to be brought in and quickly brought up to speed to report our progress. Early on, we laid out the process, which included requirements for response times (allowing for some leeway) in order to make schedule. Counsel was brought into that conversation, too. Because we received early buy-in from Tralongo as to what we could negotiate, additional decision-making we would need to make along the way and how quickly documents would need to be turned around, the project was able to stay on course.
“It’s best not to talk about how sausage is made. Just enjoy it when it’s cooked.”
It wasn’t easy. We made concessions that we might not have had to make if given more time, but we all knew the driver here: Schedule was paramount. By July, the deadline had arrived and all contingencies had been realized- the acquisition closed. Landlords got paid and payroll checks cleared. And because we were able to commission three of the ten lease/assignments, through the offsetting of legal fees, we were able to deliver this service to Tralongo Dental Solutions at no transactional cost. Texas is a strong dental market, and it would have survived whether the acquisition happened or not. But our unique skill set, deployed at the right time and in the right way kept 120 employees vacationing, tithing and contributing to communities all across Texas.
“We knew we had a great opportunity with Southern Dental if we could get to Closing on time. There were a number of complicated issues, but Bryant had the real estate piece under control from day one. There’s a very short list of real estate brokers who can drive schedule like that and Bryant is at the top of that list.”
Steve Wingfield, D.M.D. & President, Tralongo Dental Solutions