Vendor diligence on a dental or vet platform: a checklist

What deal teams should request on the vendor base of a dental or veterinary platform, and why each item changes the model.

The quality of earnings report tells you what a dental or veterinary platform spent. It does not tell you what the platform has committed to spend, what it will cost to unwind, or how much of the integration savings in your model is already blocked by a contract nobody has read. Vendor diligence answers those questions. It takes days, not weeks, if you ask for the right things in the first request list.

This is the checklist we use, with the reason behind each item. It pairs with our piece on where vendor cost leaks in healthcare roll-ups.

Why the vendor base deserves its own workstream

Platforms in these sectors are built by acquisition at speed. PitchBook data reported by Becker's Dental counted 55 add-on acquisitions by Specialized Dental Partners and 53 by Smile Doctors between 2021 and the end of 2024. The ADA Health Policy Institute found 16.1% of US dentists affiliated with a DSO in 2024. At that pace, back-office integration rarely keeps up with deal flow. What you buy is the platform's contracts plus every unintegrated add-on's contracts.

1. Accounts payable by location, 24 months

Ask for every payment to every vendor, by location and legal entity, for two years. Two years catches annual and multi-year contracts.

Why: It shows integration status faster than any interview. If acquired sites still pay their own supply distributor, lab, phone carrier and agency, the savings in the CIM have not happened yet. Count vendors per category per site. A platform with one distributor agreement and nine distributor relationships has a gap you can price.

2. Supply distributor agreements

Get the master agreement and the account list. Check pricing tiers, minimum purchase or compliance commitments, rebate mechanics, exclusivity and term.

Why: Rebates and tier pricing usually depend on consolidated volume. If acquired accounts are not linked, the platform pays more and earns less than the contract allows. Minimum commitments also cut the other way: a platform that bought below its minimum owes a shortfall. Distributors are sophisticated counterparties. Patterson Companies, which supplies dental and animal health, was taken private by Patient Square Capital in April 2025.

3. Labs and reference services

List every dental lab or veterinary reference lab, the fee schedule and any volume commitments.

Why: Lab count is a quick read on clinical standardization. Many labs means many fee schedules for the same work and no volume to bargain with. It also signals how hard the clinical integration will be, which is a people question as much as a cost one.

4. Software: practice management, imaging, patient communication

For each location: system, license basis (per location, per provider, per device), term end, notice window, auto-renewal, termination fees, and data export terms.

Why: Software migration is where integration plans slip, and the old licenses run in parallel while it does. Data export terms matter most. An exit fee or a slow, paid export of patient records and images turns a planned switch into a delay. After the 2024 Change Healthcare cyberattack, an AMA survey of practices that had not switched clearinghouses found 32% said their EHR or practice management system did not support a switch and 25% said switching was too expensive.

5. Clearinghouse and revenue cycle vendors

Identify the clearinghouse, any outsourced billing or collections firms, and the contract terms.

Why: This is concentration risk, not only cost. The same AMA survey found 90% of responding practices were losing revenue from unpaid claims during the outage, and 36% of those that did not switch cited payer system incompatibilities or contract exclusivity. Know whether the platform can move if it has to.

6. Business associate agreements

Request the business associate agreement for every vendor that handles patient information.

Why: HHS guidance says covered entities generally must have a written contract with each business associate, and that the agreement should require return or destruction of protected health information when it ends. Missing agreements are a compliance finding. Weak termination terms are a switching cost, because getting your data back cleanly is part of leaving a vendor.

7. Marketing: agencies, ad accounts, domains and phone numbers

List every agency, its retainer and notice terms, and who legally controls each Google Ads account, website domain, review profile and tracking number.

Why: If a local agency owns the ad account or the phone number patients call, consolidation means rebuilding history or buying it back. Overlapping agencies also bid against each other in the same town. LocaliQ's 2026 benchmarks put average search cost per lead at $72.97 for dentists and $31.50 for animals and pets. Google's Local Services Ads help page states that invalid-lead credits are not available for health care verticals, so check how much of that spend has any lead quality control.

8. Telecom

Count lines, circuits and phone systems by location against current sites.

Why: Closed and merged offices leave circuits billing. Number ownership matters for the same reason as with marketing: patients call the number on the door. Our telecom piece covers the inventory method.

9. Change-of-control and assignment clauses

For the top contracts by value, flag which need consent to assign, which terminate on a change of control, and which are silent.

Why: Consent rights give a vendor a bargaining chip at close. Silent contracts roll on. Both affect whether your Day 1 vendor plan is realistic. It also matters for the next buyer, so the clean-up has exit value.

10. Related-party and seller-linked vendors

Ask directly about vendors owned by selling doctors, their families or the founding management team: marketing firms, IT support, building leases, staffing.

Why: These relationships often carry above-market terms and are hard to exit without friction. Price them now, and decide in the purchase agreement what happens to them.

11. Regulatory context for add-ons

Note any prior notice obligations that affect future add-ons in the same markets.

Why: It shapes the buy-and-build plan the vendor savings depend on. In 2022 the FTC required JAB Consumer Partners to divest six clinics in its acquisition of SAGE Veterinary Partners and to give prior notice of certain nearby specialty and emergency clinic acquisitions for ten years.

Turning findings into the model

Split what you find into three numbers: run-rate savings from consolidating vendors, one-time cost to exit (termination fees, parallel running, data migration), and timing set by notice dates. A saving that cannot start until a contract ends in 2028 is a 2028 saving. Put the dates in the model, not just the amounts.

The next step

Add items 1, 2, 4, 6 and 9 to the first data room request on your next dental or veterinary deal. If the team needs a fast read on one material contract before signing, our Second Opinion turns it around in five business days. For the full vendor workstream, see our PE value creation work.

Sources: Becker's Dental, 6 DSOs among the biggest PE-backed buyers in healthcare, ADA News, HPI: More new dentists affiliated with DSOs, Business Wire, Patterson Companies completes acquisition by Patient Square Capital, AMA, Advocacy Update spotlight on Change Healthcare cyberattack, HHS, Sample business associate agreement provisions, LocaliQ, Search advertising benchmarks for every industry, Google Local Services Ads Help, How leads work, FTC, FTC acts to protect pet owners from private equity firm's anticompetitive acquisition of veterinary services.