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One asset, three seats. The DDAS acquisition, the Farooq collaboration, and the operator succession plan — viewed from ownership, from Steve's chair, and from David's.
June 10 · 2:15 PM MT
June 10 · 12:15 PM MT
June 10 · ~10:00 AM MT
The thesis: Davidson's brand and Alberta relationships + Farooq's appraisal engine and service stack + an operator we develop (David) = the dominant dental transaction platform in Western Canada. Steve gives us 3–5 years of brand continuity and mentorship; Farooq gives us execution quality that wins clients in a single meeting; David gives us a way to own the operating layer without founder time.
40-page institutional-grade reports: clinic profile & photos, capacity analysis, patient & procedure analytics, normalized financials, three forecast scenarios (no-growth, growth, 50% partnership) and four valuation methods (EBITDA multiple, revenue multiple, DCF, asset value). This is what wins listings in one meeting.
Value-creation framing, not commission framing: work fees (~$30K) plus success fees tied to outcomes — e.g. 0.75% on financing raised, 10% of interest savings, 25%-of-uplift commission structures. He quantifies the value he creates, then prices against it.
Farooq targets practices worth no less than ~$2M. He structurally ignores the volume end of the market — small GP practices, hygiene clinics, associate buy-ins. That end is Davidson's bread and butter.
His Portfolio Sale Process: bundle 25–30 committed clinics and sell at 11.5–12x EBITDA vs. 7.5–8.5x standalone — a 50–60% valuation arbitrage to DSO/PE buyers, with PowerDent360 powering due diligence. A brokerage network like ours is exactly the feedstock.
| # | Practice | Location | Annual production | Est. value* | Rate | Commission | Lane |
|---|
*Illustrative at 125–160% of production (Farooq's own standalone benchmark); actual value depends on EBITDA and practice specifics.
Applied to Steve's current pipeline ($13.7M production) for illustration. DDAS keeps 100% of Lane 1 deals (sub-$2M, $3.7M production); the split applies only to the two Lane 2 co-brand candidates (Three Hills + DSG, $10M production).
The anatomy of a single $2.5M practice sale once the full shelf is live — versus the ~$69K average fee Steve earns today:
Pick a preset or set your own assumptions. Network effect = more deals and bigger deals: Slade's clinics, Farooq's 500+ client base, and PowerDent360 surface listings Steve never saw.
Ramp assumption: 50% → 75% → 90% → 100% of run-rate over Y1–Y4 as David scales and the Farooq channel matures. WM trail and consulting accumulate (each year's referrals stack on the last). Alberta market figures are estimates for sizing only.
Paid at initial closing — locks the deal, gives Steve day-one liquidity.
Steve & Lisa keep running the business and draw 60% of gross fees on Steve-originated Alberta business — his book and pipeline, at any volume — up to the absolute comp cap (~$550–600K/yr, raised to accommodate the pipeline). Platform-originated business and the East Coast are overflow, paid via overrides instead. Our team absorbs appraisal production, DD, and execution. DSG deal carved out at 75/25 given Steve's pre-deal origination work.
Sized off avg Y1–3 uncapped earnings: 55 / 45 / 35 / 25 / 20 / 15 / 10%. Share sale → LCGE shelter for Steve & Lisa. PV at prime (4.45%): base ≈ $550K, growth ≈ $675K, stretch ≈ $800K.
The purchase stands entirely on its own — we'd buy DDAS with or without Farooq. The collaboration is a growth initiative layered on after close, and Steve has already met Farooq once when we floated the idea. He didn't object; we just never followed up. So this is a follow-up, not a reveal.
The purchase agreement is negotiated and priced on its own merits — no Farooq linkage in the documents, the pricing, or the conditions. If Steve raises Farooq before close, answer plainly: the idea we floated a few years ago is still on the shelf, nothing is agreed, and it changes nothing about his deal. Sequencing is fine; misrepresentation is not.
Operate exactly as the framework described: our team absorbs appraisal production, DD, and execution; the pipeline (incl. DSG at 75/25) closes cleanly; comp flows on schedule. Nothing new is introduced until the things we already committed to are visibly true. Trust before change.
Framed as continuity: "Remember when we sat down with Farooq a few years back? Now that the dust has settled, we'd like to pilot what we discussed then." Frame Farooq as overflow support — capacity for deals beyond the existing book's size and volume, not a replacement for anything Steve does today. Bring the economics in writing — including Steve's ~10% override on our net — and the framework we sent him already said it: "any future co-branding with Farooq's firm would be a later conversation." This is that conversation, on schedule.
Davidson-led, client-facing under the DDAS name; Farooq's appraisal engine works inside the cover. Full transparency with Steve on the split, the pricing uplift, and the win rate. Let the math make the argument — overflow deals pay him an override on business that otherwise wouldn't exist, while his core book and 60% comp stay untouched.
If the pilot worked, Steve has personally earned more from it. Formalize the playbook, set the standing split, and open the next chapter — including the Maritimes option if he wants it.
The 60% comp and installment mechanics apply to everything Steve originates in Alberta — at any volume — up to the absolute comp cap already drafted (~$550–600K/yr ≈ 1.75× his baseline revenue). A hot year on his own book never bumps him to override rates. Source, not volume, draws the line — consistent with (and better than) the $400K cap framing he has already seen.
Farooq is pitched as overflow support — business the platform originates (Farooq's channel, our network, PowerDent360 leads) from dollar one, plus the East Coast territory by definition. That business sits outside the 60% pool; instead Steve earns ~10% of DDAS's net share (total fee less Farooq's cut). Example: $3M deal at 4% = $120K fee; 50/50 with Farooq leaves us $60K; Steve clips ~$6K on business that otherwise wouldn't exist.
Optionally, the override survives his step-back on deals sourced from relationships he originated — extending his pension-style tail. Turns Steve into the collaboration's long-term advocate instead of its monitor.
Capital, strategy, M&A, governance. Not in the deal-flow day-to-day. Slade: leadership & growth calls. Dmitry: structure, finance, capital deployment.
Appraisals, valuation, due diligence, lawyer/bank coordination. Initially a fee-split collaborator with co-branding; long-term structure (JV, merge, cross-equity) deliberately deferred.
Runs DDAS for 3–5 years, keeps the name on the door, trains the successor. Min 18-month commitment; step-down at his pace.
Starts part-time (evenings — when tours happen anyway) while keeping his full-time role. Learns under Steve + Farooq, takes on deals, becomes partner and ultimately runs DDAS.
Technology and investment arms once the transaction platform is producing cash and relationships.
Co-branded, Farooq-grade. The core fee engine.
Smaller transactions — David's training ground, volume builder.
Lawyer & bank coordination per transaction — $15–25K fee or folded into a premium commission. Farooq's lender-competition playbook (7 lenders, 40+ calls) is the template.
David gets LLQP-licensed. Disability, buy-sell, key-person — every transition surfaces the need. Offered across both books; Farooq takes an origination cut on his channel.
Two feeders, one trail. Every practice sale creates investable proceeds — and, bigger, our own ~30 dentist clients can move their portfolios to Farooq's WM (and likely their tax/bookkeeping with them). Even a partial shift of a 30-client book is a large recurring annuity — his precedent: one $15M client ≈ $100K/yr. We originate; Farooq's licensed platform delivers.
Slade's equipment pricing extended to clients — new builds, renos, upgrades. Two models: flat planning/procurement fee, or beat-the-quote with 50/50 savings split. Reps get the aggregated volume; we get the pricing.
Playbooks + the dashboard pattern Dmitry already runs on our own operations. EBITDA improvement → higher valuations → bigger exit fees.
Steve's chapter two: originate back home in Atlantic Canada under the DDAS brand, with appraisals, DD, and closing run remotely by the Farooq engine and our team. Underserved brokerage market, aging owner base. Treated as overflow outside the 60%; our net splits with Steve ~40–50%, after travel & accommodation.
Dental buildings, sale-leasebacks; ~$20M partner capital at 7–8% target.
Internal capital first; family-office trajectory.
Internalize → externalize as managed services.
The intelligence layer: exit-readiness and valuation scores feed DDAS deal flow.
Farooq's 11.5–12x bundling play, fed by the combined client network. The step-change exit for clients — and for us.
Steve's seat: keep running the business you built, under your name, with a team behind you — get paid well for the working years, then get paid for the business itself, structured so growth during your runway flows straight into your payout.
Up front, day-one liquidity. Locks the deal in.
Compensation for the work, not the sale. Our team absorbs appraisal production, due diligence, and deal execution so Steve's time goes to clients and to mentoring a successor. Minimum 18-month commitment; beyond that, step-down at his pace — stay three years, stay ten.
The one ask: bring a successor up to speed so the business outlives the transition. David Tumbach is our candidate — evenings and showings first, then deals.
Sized by what the business actually produced in Years 1–3 — the average sets the base. Year 4 is the largest installment (55% of base), stepping down each year after. Share sale, so most of it shelters under Steve and Lisa's LCGE.
| Practice | Location | Commission | Treatment |
|---|
An option, not an obligation: for the later working years — or whenever he's ready — Steve originates from the East Coast and lets the machine do everything else.
Atlantic Canada has roughly 1,000 dental practices (est.) with an aging ownership base and almost no dental-specialty brokerage — sellers default to generalist business brokers or get approached directly by DSOs. A trusted dental-only name, carried by someone from home, travels well.
Steve does what only Steve can — relationships, listings, seller hand-holding — from his home region. Everything heavy is already remote by design: appraisals, due diligence, financing, and legal coordination run through the same Farooq-engine back-end that serves Alberta. Local showings can lean on a part-time local associate as volume builds.
A working chapter on his own geography and his own terms — closer to home and family. East Coast deals are overflow — outside the 60% pool entirely: after the back-end's cut and direct deal costs, we split our portion with Steve at ~40–50% — travel and accommodation come off before the split. It extends his earning runway without extending the Alberta grind.
Steve already flies home often — make it part of the deal: a capped $10–15K/yr business-development travel budget (flights, accommodation) for trips that pair family time with prospect work — target two or more seller conversations per funded trip. Receipted, reviewed annually, sunsets at his step-back. Total cost ~$30–45K over the working years — trivial against the deal, but it lands as "we pay for your trips home" and gets him working the East Coast network early.
David's seat: a partner-operator track into a business that already has clients, a brand, and a mentor — start part-time while keeping the day job, learn from the two best people in the market, and grow into running (and owning) the platform.
Practice tours and showings happen after 5pm — dentists can't show their office while patients are in chairs. David's constraint is actually the industry's schedule.
Steve has committed to 3–5 working years with successor training as an explicit part of his deal. This window is the whole opportunity — it won't exist later.
Farooq's team handles valuations, due diligence, lawyers, banks. David's ramp is relationships and deal management — not technical grunt work from day one.
Farooq won't touch practices worth under ~$2M — and that's most of Davidson's book. David's training ground (small practices, buy-ins, transitions) has zero channel conflict with the senior partner in the ecosystem.
Shadow Steve on showings, listings, and client meetings (evenings/weekends). Sit in on Farooq-side appraisal reviews to build valuation literacy. Own logistics on 1–2 small deals end-to-end. Keep the full-time job — this phase is deliberately additive.
Lead smaller transactions: hygiene practices, associate buy-ins, transitions — the volume end of the pipeline (Edge, Glad Smiles, Westmor-sized deals). First per-deal economics. Parallel track: complete the LLQP and get life & disability licensed — insurance is the most natural cross-sell in every transition, and it becomes David's first personal recurring book. Decision point on going full-time as flow justifies it.
Runs DDAS day-to-day as Steve steps back. Equity participation vests in. Manages the Farooq relationship at the deal level; owns the listing pipeline.
The seat Steve built, professionalized: 15–20+ transactions/yr target, team underneath, founders at the strategy level only. Comp architecture in the $200–500K+ operator range the platform is designed around.
Defined share of DDAS's fee on deals he works — paid for contribution, not hours. Low risk while employed elsewhere.
Graduating profit share as he leads deals; sweat-equity or phantom units converting to real DDAS equity at full-time commitment.
Meaningful ownership stake in DDAS plus MD compensation. Aligned with the platform's "hire operators, not employees" principle.
Once licensed, every deal David touches can carry a disability or buy-sell policy — first-year commissions plus renewals that are his recurring revenue, growing with tenure. The channel extends to Farooq's 500+ clients (with an origination cut back to Farooq), so the book scales beyond DDAS's own deal flow.
One engine, two territories, three equal partners. BC stays 100% Farooq's. Everything outside BC runs through ExpansionCo — owned in equal thirds by Farooq, Slade, and Dmitry. He licenses his appraisal / PowerDent / CPA engine in; we bring the brand, origination, an operator, and capital. He's paid two ways: a flat 10% on the services he owns or brings, plus a third of the profit. Nothing else.
1 · Equal thirds. ExpansionCo is owned one-third each. Slade and Dmitry take no salary — only their distribution. Every cost, including producer pay, comes out before the split, so all three fund it proportionally.
2 · Farooq's 10%. A flat top-line fee on the services he owns or brings — appraisals, PowerDent, wealth, coaching into his book, and his bookkeeping/tax practice. The high-cost pass-through lines (equipment, builds) carry none; clinic IT is a simple cross-referral, outside the model.
Figures illustrative at run-rate. Play with the live numbers in the Farooq structure tab →
Steve starts at 40% — the market rate for a senior producer sourcing his own deals. It steps to 25% — the rate for recruits handed leads, brand, and platform — as origination shifts to us. Tie the step-down to origination moving to the platform, not the calendar: keep him at 40% on what he still brings himself, 25% on platform-fed deals. Same "source, not volume" logic already in his tab.
Farooq's seat: the question isn't "how much of his business do we buy" — it's how we get equity-grade upside and protection on his engine without buying into BC or fronting much capital. The answer is geographic. BC stays 100% his baby. Everything outside BC — Alberta now, the East Coast next — sits in a vehicle we co-own and govern, into which he contributes his engine under an exclusive licence rather than a sale. Capital stays light, the seat is real, and the rug-pull is closed by contract, not by cap table.
The whole arrangement reduces to one structure. ExpansionCo is owned in equal thirds — Farooq, Slade, Dmitry. Costs come off the top (vendors, plus David & Ideh's pay); Farooq's company earns a flat 10% of top-line on the services he originates or owns; whatever profit remains is split three ways as distributions. Slade and Dmitry take no salary — only their third. Edit any revenue below to see how it lands.
All figures $K/yr at run-rate, illustrative. Toggle a line on/off, change its revenue, or flip whether Farooq earns his 10% on it. "Direct cost %" is vendor/COGS — and, on the lines his company runs, his arm's-length delivery pay.
| On | Service | Doer | Rev $K | Direct cost % | Farooq 10%? | Line profit |
|---|
| Paid before the split — off the top | Basis | % | $K/yr |
|---|---|---|---|
| Producer comp — Steve now → David & recruits | % of appraisals & brokerage | — | |
| David — insurance (licensed producer) | % of insurance | — | |
| Ideh — clinic build delivery (BC) | % of build — BC | — |
Steve at 40% is the self-sourcing veteran rate; it steps to 25% as origination shifts to the platform and on recruits like David — type 25 to see the partners' uplift. Producer comp comes out of the shared pool, so all three owners fund it proportionally.
Plus — to Farooq's company for delivery on the lines his team runs (appraisals, PowerDent, WM, bookkeeping) — arm's-length, so set a rate card so it can't be inflated against the shared pool.
Slade can have his 50/50 — or even control — but be precise about control of what. Once you separate the business we're building together from Farooq's existing business, Slade's 50/50 and Farooq keeping BC stop being in conflict.
We own the brand, the relationships, the operator, the capital. This is the legitimate 50/50-or-control seat.
Demanding equity or control here is unrealistic and poisons the deal. We license access; we don't buy the engine.
| # | Structure | What it is | Capital | Our seat | Verdict |
|---|---|---|---|---|---|
| 1 | Territorial JV — ExpansionCo | Co-owned NewCo owns all non-BC activity; Farooq licenses his stack + executes as a service | Light | Equity + board | Recommended frame |
| 2 | Per-arm economics inside the JV | Each arm ring-fenced with its own split reflecting who drives it (don't force one ratio across all) | Light | Equity by arm | Layer inside #1 |
| 3 | Exclusive master-services + reciprocal non-compete | No shared equity; exclusivity both ways. The legal moat — or the fallback if he won't share equity | Lightest | Contract only | Moat inside #1 / fallback |
| 4 | Cross-equity into his BC businesses | Minority stakes each way | Heavy | Minority | Defer (12–24 mo) |
Different arms have different natural owners — so don't force one split across all of them. This is how 50/50 stays fair to both sides even when contributions differ by arm.
| Arm | Natural lead | Why | Territory | Indicative lean |
|---|---|---|---|---|
| Appraisals & Lane-2 execution | Farooq | His IP, his engine, his quality | Non-BC | Farooq-weighted |
| Brokerage & origination | Us (DDAS) | Brand, relationships, David | Non-BC | Us-weighted |
| Clinic-ops coaching | Us (Dmitry) | Our edge; runs into BC too | Incl. BC | Us-weighted, fee-split to F on his book |
| Procurement & equipment | Slade | Equipment pricing leverage | Non-BC | Us-weighted |
| Clinic design & build | Us (Slade + Ideh) | Capital + build management; heavy associated cost | AB now, BC w/ Ideh | Us-weighted, small Farooq feeder |
| 360 PowerDent (AB rollout) | Farooq | His product; we resell & co-build the new version | AB (his IP) | Farooq-weighted fee, shared AB margin |
| Calgary Wide IT | Us | Clinic IT via Calgary Wide IT | Calgary / AB | Us-weighted, small Farooq feeder |
| Insurance (disability-first) | David | His LLQP book; F clips origination on his channel | Both books | David's book |
| Wealth-management trail | Farooq | His existing WM arrangement | Both | Shared trail |
The principle: pay for the scarce input the counterparty actually contributes on each deal — execution labour, owned IP, or a relationship — not a flat percentage of the headline. This is exactly why "the same % both ways" breaks down: an hour of appraisal work and a warm procurement intro are not worth the same, even on identically-sized deals.
Someone's people spend hours — appraisals, DD, bank/lawyer choreography, build delivery. Price = cost of delivery + fair margin. As the work insources to us or automates (salaried staff + AI), the fee should fall toward true marginal cost, not stay pinned to deal size.
An owned asset does the work — PowerDent. Price = product licence / rev-share, owner keeps the majority because they carry the build and maintenance cost. This is the one arm where the fee runs to Farooq.
Value comes from who you know and how much you buy — Slade's procurement relationships + Sierra Dental's scale. Price = a finder's fee on the introduction. There's no labour to compensate, so the reciprocal is deliberately thin.
| Arm | What the counterparty brings | Type | Rec. cross-fee | Trajectory |
|---|---|---|---|---|
| Appraisals & brokerage | Farooq: the appraisal + (today) full deal execution | Labour | Start 50% | Declines to ~15–20% (appraisal only) as David takes over |
| Deal-closing services | Farooq: bank/lawyer playbook & coordination | Labour | 15% | → near 0 as David runs it himself |
| Clinic-ops coaching | Farooq: referral into his BC book | Referral | 10–15% | Flat — delivery + IP are ours |
| Insurance | Farooq: referral into his 500+ channel | Referral | 15–20% | Flat — David holds the licence & book |
| Procurement | Farooq: referral only — value is Slade's relationships + Sierra scale | Relationship | ~10% | Flat — finder's fee, not a labour split |
| Clinic design & build | Farooq: referral; delivery is ours/Ideh's | Labour + capital | ~5% | Thin feeder; margin is in delivery (see below) |
| 360 PowerDent (AB) | Farooq: his product & ongoing dev | IP / product | 50–60% to F | Reverse flow — we keep reseller margin + co-dev equity |
| Calgary Wide IT | Farooq: referral; vendor delivers | Pass-through | ~10% | Most revenue passes to the IT vendor |
| Buying group (later) | Farooq: referral — value is scale | Relationship | ~10% | Flat — same logic as procurement |
| Wealth-management trail | Farooq: holds the WM relationship/licence | Labour / IP (his) | 50%+ to F | His relationship — execution schedule applies |
Farooq moving his Edmonton appraiser from 35% to 50% is fair — today he does everything but the showings, and that's worth roughly half. So start at 50% as David's training wheels: Farooq's team carries the deal, David shadows. But two forces pull the number down. First, David progressively takes the meeting, the pitch, and the bank/lawyer choreography — the expensive relationship work stops being Farooq's. Second, the appraisal itself is produced by salaried staff + AI, so its true marginal cost is low and falling. So step it down against capability milestones, not dates — e.g. 50% (Farooq runs it) → ~35% (David co-leads) → 15–20% (Farooq supplies the appraisal only). The endpoint isn't a negotiated share of the deal; it's cost of the appraisal + a fair margin. David earns each step-down by demonstrably owning more of the deal.
This can't be symmetric with the labour arms. The procurement value is Slade's relationships and Sierra Dental's purchasing scale — there is no execution for Farooq to share in, so when he refers a client he earns a finder's fee (~10%), full stop. A future buying group prices the same way. Paying him an appraisal-style split here would be paying labour rates for an introduction — the clearest case where "same % both ways" overpays the passive side.
Clinic design isn't its own revenue line — it's priced inside the design-and-build package, so it carries no separate cross-fee. It's modelled as one "design & build" arm for that reason.
Builds are high-revenue but thin-margin and delivery-heavy — the scarce input is on-the-ground project delivery, not origination, so any referral feeder stays small (~5%). In BC, Ideh runs the on-site work and the designer back-and-forth, so pay him as the delivery lead: either a per-project management fee or a share of the build's net margin (~15–25% of build profit), scaling up as he absorbs more of the designer coordination and reduces what's paid to outside parties. In Alberta, build delivery runs through a partnered construction company that invoices the group.
Equity alone won't protect us — these clauses do. They belong in the licence/JV agreement regardless of which structure we land on. The fear — "he offers the same services outside BC without us" — is closed here, in writing.
Farooq cannot offer appraisals / DD / PowerDent / portfolio-process outside BC except through the JV. The single most important clause.
He can't take JV-originated clients direct, and we can't route around his engine to a competing appraiser.
PowerDent + appraisal templates licensed to the JV for the territory; the licence survives his exit and is assignable on a JV sale.
If he sells ADA CPA / PowerDent, the JV gets a right of first refusal and the expansion contracts bind the buyer.
His economics vest with continued supply — he can't bank the upside and walk.
If he stops performing — or slows — the JV can replace the execution function and dial his share down. Protects against both a walk-away and a slow-down.
PowerDent isn't just a service line — it's the funnel into clinics. Its exit-readiness and valuation scores surface owners before they list, feeding DDAS deal flow nobody else sees. Lose access and the platform loses its top of funnel — so beyond the general IP licence, PowerDent gets its own ring of protection: guaranteed access, our right to make it better, and automatic rights to every future iteration.
An irrevocable, perpetual licence to deploy and resell PowerDent outside BC through the JV — surviving his exit, a sale of his company, or the end of the wider collaboration. The funnel can't be switched off.
The licence auto-extends to each successor build, module, and rebrand. He can't ship a "PowerDent 2.0" outside the agreement and strand the JV on a frozen version — better iterations flow in automatically.
We fund and contribute to the roadmap (our AB rollout and improvements), and those contributions are licensed into the product. Source/data escrow or equivalent continuity so it survives even if his company doesn't.
The clinic data and lead signals PowerDent surfaces in our territory belong to the joint business — the pipeline it generates is ours, not parked in his BC entity.
A licence protects the funnel; co-owning the next generation captures it. The long game isn't just guaranteed access to today's 360 — it's a jointly-owned v2 / successor platform we help design and build, turning a tool we resell into an asset we own. We don't fund it with cash now; we contribute what we've already built and an operator's perspective Farooq's team doesn't have. This is a plan-and-position item, not a today item.
We've already built an internal dashboard that's more useful operationally than 360's reporting. Add real clinic-operator design insight — what an owner actually needs to act on — coupled with the coaching arm. That IP and perspective is our equity contribution to a v2.
360 has significant minority investors who funded it. We can't cheaply buy into that cap table, and a v2 can't simply siphon v1's value or customers — Farooq owes those investors a duty. Any successor must use genuinely new IP, license from v1 at fair value, or bring v1 investors along.
No big outlay today. Take founding equity in a v2 NewCo for IP + sweat (our dashboard, operational design, coaching-derived data); defer any valuation or buy-in of v1 rights until the platform throws off cash or a clean structure emerges.
Lock the intent now — an option / right of first refusal on the successor — and keep investing in our own dashboard so it carries standalone value and leverage. Revisit the cap-table mechanics once v1's investor picture and our build are clearer.
The exclusivity ask only lands if the trade is obviously good for him. It is — he gives up the right to expand outside BC alone, which he hasn't done and can't easily do without origination and an operator.
Clinic-operations coaching is your clean value-add, and the only revenue flow that travels back into Farooq's home market — a foothold in BC economics without buying into BC.
BC is his; non-BC is shared in a co-governed vehicle; he licenses rather than sells. Land this verbally before lawyers — it's the whole deal in one sentence.
ExpansionCo ownership + governance (reserved matters + speed valve), the per-arm economics, and the exclusivity / IP / step-in clauses. Keep the regulated accounting work inside his licensed entity — license the brand, process, and data, not the CPA service.
Run the Lane-2 co-brand on the existing pipeline and stand up the coaching arm on a handful of clinics — including one or two BC PowerDent clients — to demonstrate the reciprocal flow before formalizing.
Only once deal flow, origination attribution, and David's trajectory are known do we choose between ongoing JV, deeper merge, or cross-equity. Deferring is deliberate.