Three Lenders, One Closing: Coordinating a Sudbury Dental Sale

The situation

Ines had run her own dental practice in Sudbury for close to twenty-five years. She was ready to retire, and after several months of informal conversations, she agreed to sell the practice to Paulo, who already owned several dental locations across the region and wanted to add hers to the group. The agreed price came to roughly $6,200,000, reflecting the practice's patient base, equipment, and the goodwill built up over Ines's career. Paulo structured the purchase as a share purchase, buying the shares of Ines's professional corporation rather than only its assets, which meant the corporation itself, along with its existing contracts and obligations, would pass to him at closing.

What made the deal more complicated than a typical practice sale was how Paulo intended to pay for it. Rather than a single lender financing the whole purchase, Paulo had arranged three separate sources of money: a term loan from a bank against the practice's cash flow, a smaller working-capital facility from a second lender secured against equipment, and a personal contribution from Antonio, a business partner who was investing alongside Paulo in exchange for a minority stake in the resulting group. Each source had its own paperwork, its own conditions, and its own timeline for releasing funds. Ines's role in all of this was simple in principle — she just needed to receive the full purchase price on closing day — but the mechanics behind that single payment were anything but simple.

The problem

A closing with one lender is straightforward: the lender's funds arrive in the lawyer's trust account, the lawyer confirms the money has landed, and the deal closes. A closing with three separate sources of funds multiplies the number of things that can go wrong, because each source has to arrive in the right amount, in the right account, on the same day, before any of the money can be released to the seller. If even one piece is late, incomplete, or attached to conditions the others do not share, the whole closing can stall — and once a closing date has been missed, rescheduling it is rarely simple. Ines had firm plans for her retirement, including the sale of her own home tied to the timing of this transaction, so a delay was not a minor inconvenience.

Reviewing the financing commitments in the weeks before closing, our team identified three specific risks in how the money was supposed to flow. First, the bank's term loan commitment was conditional on the equipment lender's facility being registered first, in a specific order, because the bank wanted its own security interest to rank ahead of the equipment lender's on certain shared assets — but the equipment lender's commitment letter said nothing about deferring to the bank, and had not been told it needed to. Second, Antonio's personal contribution was coming from the sale of investments held in an account that would take a business day to settle and transfer, which meant his funds needed to be moved into the closing structure a day earlier than the other two sources, not on the closing day itself. Third, and most subtly, none of the three sources had been told the precise dollar figure they were each expected to contribute once adjustments for prepaid expenses, accounts receivable, and an equipment lease buyout were factored into the final closing statement — each lender had only been given the original, unadjusted purchase price.

What we did

1. Built a funds-flow statement well before closing. Rather than leaving the financial mechanics to be sorted out on closing day, our team prepared a detailed funds-flow document listing every source of money coming in, every destination it needed to go to, and the exact order and timing required — circulated to Paulo's lawyers, both lenders, and Antonio's advisor at least two weeks ahead of the scheduled date.
2. Resolved the registration-order condition directly with both lenders. Left alone, this was the condition most likely to derail the closing, since the bank would not release funds until its security ranked ahead of the equipment lender's on shared assets, and the equipment lender had never been told that mattered. We contacted the equipment lender's counsel directly and obtained written confirmation that they would register only after the bank's registration was confirmed complete, satisfying the bank's condition without either lender reopening their commitment letter.
3. Moved Antonio's contribution to a day-ahead trust deposit. Because his investment funds needed a full business day to settle before transfer, waiting until the morning of closing would have made it mathematically impossible for his contribution to land in time alongside the other two sources. We arranged for Antonio's funds to move into our trust account the day before closing and held them there, ready to be reconciled against the funds-flow statement once the bank and equipment lender's amounts also arrived.
4. Recalculated and reissued the final closing figures to every source. Each lender and Antonio had only ever been given the original, unadjusted purchase price, which meant every one of them was prepared to send the wrong amount on closing day. Working from the adjusted price — accounting for prepaid expenses, receivables, and the lease buyout — we recalculated each party's exact contribution and sent every lender and Antonio their individual figure days in advance, rather than letting closing day be the moment anyone discovered the number had changed.
5. Ran a pre-closing dry run of the funds flow. Written confirmations are only as reliable as the numbers behind them, so two business days before closing we held a short call with all parties' counsel to walk through each source's amount, timing, and destination account one final time against the funds-flow document. That call caught a discrepancy in the equipment lender's wire instructions — an account number that did not match their own commitment letter — in time to correct it before it could delay the actual closing.
6. Held closing open until all three sources were confirmed in trust. Releasing funds or registering documents as each source happened to arrive would have exposed Ines to a partial closing, with some money moved and the rest still in transit and no guarantee it would land. Instead, our team held everything back until all three contributions had landed in trust and been reconciled against the funds-flow statement, and only then released funds to Ines and proceeded with registration.

The outcome

Closing took place on the originally scheduled date, with all three sources of financing arriving in the correct order and correct amounts. Ines received the full agreed purchase price, adjusted for the prepaid expenses, receivables, and lease buyout that had been recalculated in advance, and was able to proceed with her retirement plans, including the sale of her own home, without the delay a stalled closing would have caused. Paulo's practice group absorbed the Sudbury location on schedule, and the registration order the bank had required was completed cleanly, without either lender needing to reopen their commitment terms at the last minute.

None of the three risks identified in advance ever became visible to Ines or to Paulo as problems, because each was resolved before closing day rather than during it. That is the nature of prevention work: the value shows up as an ordinary, uneventful closing rather than as a dramatic rescue. Had the registration-order condition gone unnoticed, or had Antonio's funds arrived a day late without warning, the closing could easily have slipped by a week or more while the parties renegotiated timing — a delay that, for a seller with her own moving plans tied to the sale, would have carried real cost even without any change to the underlying deal terms.

For Ines, the practical benefit was that the sale behaved exactly the way it was supposed to on paper: one agreed price, arriving as one payment, on one date. She did not have to field calls from three different sources asking where the others' money was, and she did not have to explain to the buyer of her own home why the sale of the practice, and the funds she needed from it, had slipped. For Paulo, the coordination meant his relationships with two lenders and a business partner started on solid footing rather than with a closing-day scramble that could have left any one of them wondering whether the deal had been properly organized in the first place.

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