Supporting an NHS Trust to sell a dental practice to a private buyer

Our expert dental transactions team was instructed by Kent Community Health NHS Foundation Trust (KCHFT) in February 2023 on the complex sale of the goodwill, assets and equipment of Sandwich Dental Service and the transfer of the PDS Contract held by the Trust, together with the surrender of its property lease.

For this transaction, taking a firm and confident approach was essential to ensure that the buyer clearly understood the parameters within which it needed to be conducted — avoiding any breaches of NHS PDS Regulations and ensuring compliance with CQC registration requirements.

Our knowledge and expertise enabled us to anticipate challenges and keep the transaction on track.

Background

Kent Community Health NHS Foundation Trust (KCHFT) is one of the largest NHS community health providers in England. Its work covers Kent, East Sussex and parts of London, supporting around 3.6m people and employing 5,000 staff.

Our team was led by Hewi Ma — an experienced corporate lawyer who specialises in dental practice sales and acquisitions — and assisted by Bee Gebhardt (commercial property support), Kirsty McKenzie-Hopkins (corporate support) and Eugene Pena (CQC registration support).

While the buyer was already familiar with the practice from working as a self-employed dental associate, he didn’t understand the complexities of transferring a PDS Contract and it was clear that he lacked experience in dental practice sales and purchases.

How we helped

Thankfully, our team is well-versed in advising clients on the transfer process and sought clarification from the NHS Commissioners that the PDS Contract could be transferred using the signatory route with a simultaneous removal of KCHFT in place of the buyer — therefore avoiding the requirement to form a partnership with the buyer and registering the partnership with the CQC.

Despite the buyer’s insistence to transfer the PDS Contract to his newly formed limited company, we were able to advise that this wasn’t permitted under the NHS PDS Regulations. We were able to steer the buyer and get the transaction on the right track.

Our experience in handling CQC applications enabled us to identify that KCHFT’s current registration required a variation to reflect the changes proposed and we completed the necessary statutory notifications on behalf of our client.

Outcome

While the matter became very protracted — due to the buyer frequently changing his proposals — we successfully negotiated a solution that met the needs of both parties while ultimately adhering to our client’s instructions and acting in its best interests.

This enabled KCHFT to sell the goodwill, assets and equipment, surrender its lease and transfer its PDS Contract. 

“The Trust engaged with Brabners via the Crown Commercial Services framework and awarded due to its proven expertise in the handling of dental practice sales. Our sale was particularly complex and required consent from other government bodies as well as steering through our own governance procedures. It also required intense communications and expert handling to steer negotiations in what was one of the most difficult transactions the team had ever handled... I’m very grateful to Hewi Ma and it’s credit to her and her team that we’re the only NHS Community Trust in the country to have sold a dental practice to a private buyer.” — Fran Bassil, Kent Community Health Foundation Trust

Talk to us

We provide market-leading legal solutions to dental practices across the UK. Our team provides advice and assistance on roughly 100 dental practice sales or purchases each year and is a member of NASDAL (the National Association of Specialist Dental Accountants and Lawyers).

Talk to us by giving us a call on 0333 004 4488, sending us an email at hello@brabners.com or completing our contact form below.