Dentalcorp Holdings Ltd. Acquisition: What Happens to Your Stock Options & RSUs

Question: What happens to my Dentalcorp Holdings Ltd. stock options in the GTCR LLC acquisition?

Answer: Stock option treatment depends on your grant agreements and deal terms. Review your stock option agreement for "change of control" provisions. Common outcomes: (1) Cash-out—options bought out at spread value, taxable as employment income; (2) Acceleration—unvested options vest immediately, typically 90 days to exercise; (3) Assumption—options convert to GTCR LLC options at adjusted ratio with new vesting; (4) Rollover—options continue with modified terms. Critical: vested options not exercised within the post-close window (often 90 days) are forfeited. Mark this deadline in your calendar.

Question: How are Dentalcorp Holdings Ltd. RSUs treated in the acquisition?

Answer: RSUs (Restricted Stock Units) typically have clearer treatment than options since there's no exercise decision. Common outcomes: (1) Full acceleration—all RSUs vest at close, you receive deal consideration; (2) Conversion—RSUs convert to GTCR LLC RSUs at exchange ratio, vesting continues; (3) Partial cash-out—vested RSUs paid out, unvested convert or continue. Critical tax consideration: accelerated vesting means accelerated taxation. If all your RSUs vest simultaneously, you could face a significantly higher tax rate than with gradual vesting. Estimate your tax liability and ensure you have liquidity to pay—you'll owe tax even if you can't immediately sell the shares.

Question: Are retention bonuses common in healthcare acquisitions like this?

Answer: Retention bonuses in healthcare are less common than in some industries, but may be offered to key personnel. GTCR LLC may offer retention arrangements to: (1) Employees with critical operational knowledge; (2) Client-facing staff with key relationships; (3) Anyone whose departure would significantly impact the transition. If you're not offered a formal retention package, consider negotiating one if you have leverage—specialized knowledge, client relationships, or skills that would be difficult to replace. Even without a package, understanding your severance rights under Ontario employment standards provides a baseline.

Question: How do I calculate the tax on my Dentalcorp Holdings Ltd. equity compensation?

Answer: Tax treatment differs by equity type. Stock options: taxed on the "spread" (value at exercise minus exercise price) as employment income when exercised. The stock option deduction may reduce the effective rate to approximately capital gains rates if certain conditions are met. RSUs: the full value at vesting is taxed as employment income—no special deduction available. For both types, your employer will withhold taxes, but withholding (typically 30-50% for large amounts) may not cover your full liability if the equity income pushes you into higher tax brackets. With a deal of this size, expect to set aside 40-50% for taxes. Pay attention to installment requirements if your equity creates a large tax liability.

Question: What's it like working for a PE-owned company after the Dentalcorp Holdings Ltd. acquisition?

Answer: Private equity ownership brings specific changes: (1) Performance focus—expect increased emphasis on metrics, KPIs, and financial performance; (2) Operational efficiency—PE firms typically look for ways to reduce costs and increase margins; (3) Growth investment—PE firms also invest in growth initiatives that can create opportunities; (4) Timeline awareness—PE typically plans to exit in 5-7 years, creating a window for career advancement as the company scales. For key employees, PE ownership can include equity participation opportunities—if offered, evaluate carefully as these can be significant at exit. The culture shift can be substantial, but employees who thrive in metrics-driven environments often succeed.

Question: When should I make financial decisions about my Dentalcorp Holdings Ltd. equity?

Answer: Timing matters for both taxes and certainty. Key milestones: (1) Now—review all equity agreements to understand treatment and deadlines; (2) Before close—decide whether to exercise vested options (if applicable) before or after close based on tax implications; (3) At close—note all post-close deadlines for exercise windows, elections, etc.; (4) 90 days post-close—typical deadline for exercising vested options if employed; (5) Shorter if terminated—post-termination windows are often just 30-90 days. Work with a tax professional to optimize timing decisions—the stakes justify professional fees.