Mid-Atlantic Dental Service Holdings LLC’s Acquisition of Birner Dental Management Services, Inc.

Houlihan Lokey served as the exclusive financial advisor and Duane Morris LLP, DLA Piper LLP and Waller LLP served as legal advisors to Mid-Atlantic Dental Partners. DLA Piper LLP served as legal advisors to S.C. Goldman & Company. Cain Brothers, a division of KeyBanc Capital Markets Inc. served as the exclusive financial advisor and Faegre Baker Daniels LLP served as legal advisor to Birner Dental Management Services, Inc.

Mid-Atlantic Dental Service Holdings LLC, operating as Mid-Atlantic Dental Partners, a dental support organization (“DSO”) dedicated to improving the delivery of dental services for dentists and their patients and a portfolio company of S.C. Goldman & Company, LLC (“S.C. Goldman”), announced today that it has entered into a definitive agreement to acquire Birner Dental Management Services, Inc. (OTCQX: BDMS) (“Birner”). Under the terms of the agreement, an affiliate of Mid-Atlantic Dental Partners will purchase all of the outstanding shares of Birner Dental Management Services for $10.62 in cash. Shareholders will also receive one Contingent Value Right (CVR) per share of Birner common stock owned. The CVR entitles shareholders to an additional cash payment of up to $0.13 per share under certain circumstances following the closing of the transaction. The total consideration payable to Birner’s shareholders (assuming full payout of the CVR) represents a 105% premium to Birner’s closing share price of $5.25 on October 2, 2018.

Birner was founded in 1995 and operates dental practice affiliates under the Perfect Teeth® brand throughout Colorado, Arizona, and New Mexico. With more than 100 dentists, Perfect Teeth’s philosophy of “letting dentists be dentists” melds perfectly with the “dental partnership” approach that has defined the business philosophy for both owners and associate dentists of Mid-Atlantic Dental Partners.

Founded in 2016, Mid-Atlantic Dental Partners offers dentists a DSO model that supports dental professionals by providing marketing, financial, practice information and other business services so dentists can focus on delivering the highest quality care to their patients. In addition, Mid-Atlantic Dental Partners offers associate dentists an opportunity to participate in the financial success of the practices. Over the last two years, Mid-Atlantic Dental Partners has built an exceptional management team with deep dental, operational, and entrepreneurial experience.

The acquisition will increase Mid-Atlantic Dental Partners affiliate offices projected annual revenues to more than $100 million.

Faegre Baker Daniels advised Birner Dental with a team including Douglas Wright (Picture), Jeffrey Sherman and Andrea Leider.

Involved fees earner: Douglas Wright – Faegre Baker Daniels; Jeffrey Sherman – Faegre Baker Daniels; Andrea Leider – Faegre Baker Daniels;

Law Firms: Faegre Baker Daniels;

Clients: Birner Dental Management Services, Inc.;

Author: Ambrogio Visconti