Mid-Atlantic Dental Partners Raises $12.5 Million

DSO Plans Expansion into Southern New Jersey, Baltimore, Washington, D.C.

PHILADELPHIA–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, announced today that it has signed equity commitments for up to $12.5 million in growth equity led by S.C. Goldman and Company, LLC. Since the company’s launch in March of 2016, Mid-Atlantic Dental Partners has performed significantly ahead of its business plan, with eight existing offices, and seven new offices in the process of closing. The additional equity will be used to expand their successful model into the South Jersey, Baltimore, and D.C. suburbs.

“Our unique partnership model, where selling dentists retain a portion of the ownership of the company and build personal wealth over time, has proven to be an overwhelming success,” said Mitchell Goldman, Chief Executive Officer of Mid-Atlantic Dental Partners. “In our first year we partnered with eight dental practices in Pennsylvania and Maryland, and are now looking to expand our footprint and bring this partnership model to dentists in the southern New Jersey, Baltimore, and Washington, D.C. communities. By the end of 2017 we anticipate 15 practice partnerships and $20 million in run-rate revenue.”

Mid-Atlantic Dental Partners offers dentists a new 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.

The success of Mid-Atlantic Dental is due in part to the consistent growth of the U.S. dental care industry, driven largely by the aging Baby Boomer population, paired with an increasing number of dentists looking to reduce practice administrative burdens. These factors have positioned Mid-Atlantic Dental’s partnership model as a win-win solution.

About Mid-Atlantic Dental Partners

Founded in 2016, Mid-Atlantic Dental Partners is a dental support organization dedicated to improving the delivery of dental care. By providing dentists with financial management, marketing and technology services, Mid-Atlantic Dental alleviates administrative burdens and allows dentists to focus on their patients. For more information, visit www.mid-atlanticdental.com

About S.C. Goldman & Company, LLC

Founded in 2011, S.C. Goldman & Company is a family partnership which acquires North America-based middle-market companies with leading market positions in healthcare, services, and industrials. The firm’s permanent capital structure allows for efficient decision making and real-time flexibility to structure transactions. Through partnership with its management teams, S.C. Goldman aims to create long-term partnerships capable of building enduring value, for both shareholders and their employees.

Mid-Atlantic Dental Partners to Acquire Birner Dental Management Services, Inc.

Birner Dental Management, Inc. Shareholders to Receive Total Cash Consideration of up to $10.75 per share

Transaction expands Mid-Atlantic Dental Partners’ geographic footprint into the Rockies and Southwest

Plymouth Meeting, PA and Denver, Colorado – October 3rd, 2018 – 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.

“Taking the Birner platform to the next level is a truly exciting step in the continued development of Mid-Atlantic Dental Partners into a nationally recognized DSO,” said Mitchell Goldman, Chief Executive Officer of Mid-Atlantic Dental Partners. “We look forward to partnering with Birner to accelerate the redevelopment of all of the Perfect Teeth-branded practices through investment in technology. Dentists, hygienists, dental assistants and office staff are the true assets of our practices, and we will strive to raise the importance of all dental professionals in improving the overall health care of patients and populations. We intend to make substantial investments in the people, equipment and technology of these dental practices,” Mr. Goldman continued.

“The Mid-Atlantic Dental team and organization is a fantastic cultural fit with the business we have built over 23 years at Birner,” said Fred Birner, Chief Executive Officer of Birner. “Mid-Atlantic’s ability to provide the additional resources we need to continue to build and expand our brand while investing in our providers will allow Birner to provide better services to all of its patients. Perfect Teeth shares Mid-Atlantic’s belief that our dental professionals are the backbone of the company and our most valuable asset.”

Birner will become Rocky Mountain Dental Services Holdings, a wholly-owned subsidiary of Mid-Atlantic Dental Services Holdings, at closing of the transaction. Birner will continue to be based in Denver, Colorado and will be locally managed. The newly acquired locations will continue to do business under the Perfect Teeth brand.

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.

About Mid-Atlantic Dental Partners

Founded in 2016, Mid-Atlantic Dental Partners is a dental support organization dedicated to improving the delivery of dental care by elevating the importance of dental care in the overall health care of patients and their communities. By providing dentists with financial management, marketing and technology services, Mid-Atlantic Dental Partners alleviates administrative burdens and allows dentists to focus on their patients.

For more information, visit www.mid-atlanticdental.com

About S.C. Goldman & Company, LLC

Founded in 2011, S.C. Goldman & Company is a family partnership which acquires North America-based middle-market companies with leading market positions in healthcare, services, and industrials. The firm’s permanent capital structure allows for efficient decision making and real-time flexibility to structure transactions. Through partnership with its management teams, S.C. Goldman aims to create long-term partnerships capable of building enduring value, for both shareholders and their employees.

About Birner Dental Management Services, Inc.

Perfect Teeth is a group of dental offices dedicated to providing gold standard patient care and services to every patient, every day. Since opening the doors in 1995, Perfect Teeth dental practices have provided family-friendly dental care for patients of all ages in Colorado, New Mexico and Arizona.

For more information, visit www.perfectteeth.com

Additional Information and Where to Find It; Participants in the Solicitation

In connection with the proposed transaction, Birner intends to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, Birner will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the proposed transaction. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Birner with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov), at Birner’s investor website (https://www.perfectteeth.com/about/investor-relations), or by writing or calling Birner at Birner Dental Management Services, Inc., 1777 S. Harrison Street, Suite 1400, Denver, CO 80210 or at (303) 691-0680. Shareholders should read carefully the proxy statement and any other relevant documents that Birner files with the SEC when they become available before making any voting decision because they will contain important information.

This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Birner, its directors and executive officers are, and certain employees may be, deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the transaction, by securities holdings or otherwise, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in Birner’s Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 2, 2018, and the definitive proxy statement for its 2018 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2018. To the extent Birner’s directors and executive officers or their holdings of Birner securities have changed from the amounts disclosed in those filings, to Birner’s knowledge, such changes have been reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These are (or, when filed, will be) available free of charge at http://www.sec.gov and https://www.perfectteeth.com/about/investor-relations/.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the transaction, including the risks that (a) the transaction may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the transaction, (c) other conditions to the consummation of the transaction may not be satisfied, (d) all or part of Mid-Atlantic Dental Partners’ financing may not become available, (e) the risk that regulatory, licensure or other approvals required for the consummation of the transaction are not obtained or are obtained subject to terms and conditions that are not anticipated, (f) the significant limitations on remedies contained in the merger agreement may

limit or entirely prevent Birner from specifically enforcing Mid-Atlantic Dental Partners’ obligations under the merger agreement or recovering damages for any breach by Mid-Atlantic Dental Partners, and (g) that all or any portion of the CVR is not paid to Birner’s shareholders, (2) the effects that any termination of the transaction may have on Birner or its business, including the risks that (a) Birner’s stock price may decline significantly if the transaction is not completed, (b) the transaction may be terminated in circumstances requiring Birner to pay Mid-Atlantic Dental Partners a termination fee of up to $2 million, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the transaction; (3) the effects that the announcement or pendency of the transaction may have on Birner and its business, including the risks that as a result (a) Birner’s business, operating results or stock price may suffer, (b) Birner’s current plans and operations may be disrupted, (c) Birner’s ability to retain or recruit key employees may be adversely affected, (d) Birner’s business relationships (including, patients, dentists, and suppliers) may be adversely affected, or (e) Birner’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on Birner’s ability to operate its business or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the transaction and instituted against Birner and others; (6) the risk that the transaction may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of Birner’s Annual Report on Form 10-K for the year ended December 31, 2017. The Company disclaims any obligation to update these forward-looking statements.

Mid-Atlantic Dental Partners Completes Its Acquisition of Birner Dental Management Services, Inc.

Mid-Atlantic Dental Partners Acquires DentalOne Partners

Transaction makes Mid-Atlantic Dental Partners one of the largest DSOs in the U.S

Plymouth Meeting, PA & Plano, TX – Mid-Atlantic Topco 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 acquired DentalOne Partners (“DentalOne”) from Dental Investments, LLC.

Under the terms of the agreement, Mid-Atlantic Dental Partners acquired the equity of DentalOne’s operating subsidiaries in an all-cash deal.

Founded in 1981 and headquartered in Plano, Texas, DentalOne is one of the first and largest DSOs nationally with approximately 150 affiliated offices across 13 states and 27 markets. DentalOne’s mission to change the dental space by supporting smart, technologically advanced practices, where doctors are free to focus on patient care without the burdens of running the administrative aspects of their practice, melds perfectly with the approach that has defined the business philosophy 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 and other dental professionals can focus on delivering the highest quality care to their patients. In addition, Mid-Atlantic Dental Partners’ supported practices offer associate dentists an opportunity to participate in the financial success of the practices. Over the last three 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 affiliated offices to more than 240 operating in 18 states.

“This acquisition allows us to further transform Mid-Atlantic Dental Partners into a nationally recognized DSO. We’re proud of the positive impact we’ve made in the dental industry in just three years and look forward to continuing that success with DentalOne Partners,” said Mitchell Goldman, Chief Executive Officer of Mid-Atlantic Dental Partners. “Dentists, hygienists, dental assistants and office staff are the true assets of our supported practices, and we will strive to raise the importance of all dental professionals in improving the overall health care of patients and populations.”

“Today marks an exciting milestone in the ongoing journey of DentalOne. Being part of a larger organization will give us the opportunity to access new resources and accelerate and improve practice support and initiatives,” David Marks, DentalOne’s CEO, said. “Our goal has and will always be to add value to the practices, and to the clinical teams that provide outstanding patient care every day.”

Houlihan Lokey served as the exclusive financial advisor to DentalOne. Morgan, Lewis & Bockius LLP advised DentalOne in the transaction. Duane Morris LLP and Waller Lansden Dortch & Davis served as legal advisors to Mid-Atlantic Dental Partners. In addition, Pricewaterhouse Coopers, LLP, KPMG LLP and The Berkley Group, LLC served as advisors to Mid-Atlantic Dental Partners on the transaction. Debt financing for the transaction was provided by CRG, L.P.

About Mid-Atlantic Dental Partners

Founded in 2016, Mid-Atlantic Dental Partners is a dental support organization dedicated to improving the delivery of dental care by elevating the importance of dental care in the overall health care of patients and their communities. By providing dentists with financial management, marketing and technology services, Mid-Atlantic Dental Partners alleviates administrative burdens and allows dentists to focus on their patients.

For more information, visit www.mid-atlanticdental.com

About S.C. Goldman & Company, LLC

Founded in 2011, S.C. Goldman & Company is a family partnership which acquires North America-based middle-market companies with leading market positions in healthcare, services, and industrials. The firm’s permanent capital structure allows for efficient decision-making and real-time flexibility to structure transactions. Through partnership with its management teams, S.C. Goldman aims to create long-term partnerships capable of building enduring value, for both shareholders and employees of portfolio companies.

About DentalOne Partners

DentalOne Partners is one of the nation’s largest and most progressive dental support organizations, supporting approximately 150 affiliated dental practices and dentists in 13 states. A pioneering force in the field of dental services management for nearly 40 years, DentalOne Partners works closely with a diverse mix of dedicated dentists, hygienists, dental assistants and office staff to provide outstanding patient care.

For more information, visit www.dentalonepartners.com

Mid-Atlantic Dental Partners Promotes Pamela Holder to Chief Revenue Officer

Former SVP of Revenue Cycle Management will oversee revenue operations companywide

Plymouth Meeting, PA and Plano, TX– October, XX 2020 – Mid-Atlantic Dental Partners, a dental support organization (“DSO”) dedicated to improving the delivery of dental services for dentists, have announced the promotion of Pamela Holder to Chief Revenue Officer. In her new role, Holder will oversee revenue operations companywide and the growth and expansion of Mid-Atlantic Dental.

Holder brings more than 12 years of dental and healthcare revenue experience to her role at Mid-Atlantic Dental. She joined the company in January 2019 as Vice President of Revenue Cycle and was promoted to Senior Vice President of Revenue Cycle Management the following year. Prior to joining Mid-Atlantic Dental, she headed her own consulting firm where she worked with DSOs and solo practices to analyze all aspects of the revenue cycle.

“Pam is one of the best examples of how you can accomplish anything you desire if you are dedicated, humble and willing to work hard” said Leigh Feenburg, Chief Operating Officer of Mid-Atlantic Dental Partners. “Pam has touched the lives of literally thousands in her career, leaving the most positive impressions on those she supports and advancing so many careers of those she has led.”

Holder holds a Bachelor’s Degree in Political Science, with a concentration in Foreign Policy of the Middle East, from Oakland University in Rochester, Michigan. As a former executive of one of the country’s largest DSOs, Holder has been a member of ADSO, NDEDIC, AADGP, NADP and sat on the DSO Advisory board for NADP. In 2015, Holder was a Stevie Bronze Medal winner for National Businesswoman of the Year and a Rising Star Award nominee for the National Dental EDI Council in 2016.

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 and other dental professionals can focus on delivering the highest quality care to their patients. In addition, Mid-Atlantic Dental Partners supported practices offers associate dentists an opportunity to participate in the financial success of the practices. The company currently has 200 practices in 17 states and will continue to expand its national footprint and tap into new markets.

About Mid-Atlantic Dental Partners
Founded in 2016, Mid-Atlantic Dental Partners is a dental support organization dedicated to improving the delivery of dental care by elevating the importance of dental care in the overall health care of patients and their communities. By providing dentists with financial management, marketing and technology services, Mid-Atlantic Dental Partners alleviates administrative burdens and allows dentists to focus on their patients.

For more information, visit http://www.mid-atlantic dental.com/.

CONTACT

Alexa Vecchione
Maven Communications
[email protected]
215-634-9880