SecProbe.io

June 18, 2025
Peter G. Swenson
President, Chief Executive Officer and Chairman
Park Dental Partners, Inc.
2200 Country Road C West, Suite 2210
Roseville, Minnesota 55113
Re:Park Dental Partners, Inc.
Draft Registration Statement on Form S-1
Submitted May 21, 2025
CIK No. 0002069604
Dear Peter G. Swenson:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 21, 2025
Prospectus Summary
Our Company, page 5
We note your disclosure that you currently have exclusive long-term agreements with
affiliated dental practices in which you do not hold an equity interest. Please revise
your prospectus summary to provide a detailed description of the terms of all material
agreements with affiliated dental practices, including long-term agreements, asset-
purchase agreements, administrative resources agreements, and any other relevant
agreements. In your discussion, identify the relevant parties and discuss the service
fees noted on page 58. Please also revise your prospectus summary to prominently
highlight the risks related to you not holding an equity interest in these affiliated
practices, including regulatory risks and risks related to your ability to control these 1.

June 18, 2025
Page 2
entities, derive revenues from these entities, and consolidate the results of these
practices.
2.We note your disclosure here and throughout the prospectus relating to PDPI’s
"leading" network of affiliated dental practices, that PDPI has been a "leader" in oral
health in the communities it serves and has a "leading" market position in large and
growing markets, that you are one of the "largest" dentail organization in the United
States where practicing dentists hold a majority interest, and that you operate under a
"best-in-class" healthcare operating model. Please provide support for these
statements, and disclose the measure by which you determined your
leading competitive position; for example, market share, revenues, or other measures.
If any of these statements are based upon management's opinions or beliefs, please
disclose the same.
3.Given your disclosures throughout the filing discussing your unique operating
structure, please revise to provide a diagram of your organizational structure,
identifying the person or entity that owns the equity in each depicted entity.
4.We note your references throughout the filing to a reorganization in 2023. Please
provide more detail describing this reorganization, including how this change in
organizational structure created a "more efficient operating structure and enhance[d]
future growth."
5.We note your disclosure that "on average, de novo practices are cash flow positive
within approximately six months." To provide additional context for investors
regarding your de novo practices, please clarify how many of the 11 de novo practices
opened since 2014 were cash flow positive within six months. As a related matter,
given your disclosure that you do not control the clinical functions of dental practices,
please clarify whether you or another entity opens the de novo practices and your role
in opening and staffing de novo practices.
The Dental Services Industry, page 6
6.We note your disclosure that a large portion of dental services are financed through
private sources, including private insurance and direct payments, and that this
structure contributes to the industry's resilience and growth potential and enables
quicker collection and reduced billing disputes. Please balance this disclosure to note,
as you do elsewhere, that because many dental care patients pay for a significant
portion of their dental expenses on an out-of-pocket basis, patients tend to be price-
sensitive, and your business and industry is impacted by economic conditions.
Our Competitive Strengths, page 7
7.We note your references to an advisory entity to which practicing dentists will be
appointed, and that this entity will appoint three directors to your Board of Directors.
Please revise to provide a brief summary or cross-reference to disclosure
describing the roles and additional functions of this dentist advisory entity, the rules or
procedures governing this entity, and how the dentist advisors are selected and
compensated.
We note your disclosure that the dental practices you support have grown from 145 8.

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dentists in 2015 to 206 in 2024, a 42% increase. To provide investors with an
understanding of your recent growth, please discuss the change in number of dentists
for a more recent period; for example, provide this information for the financial
periods presented in your filing.
9.You disclose that, "[i]n general, our new practices have yielded consistent financial
performance and provide a framework to achieve growth with highly attractive returns
on invested capital." Please provide additional detail regarding how you measure
"consistent financial performance" and "highly attractive" returns on invested capital.
Our Growth Strategy, page 8
10.We note your disclosure that, "based on the most recent data available," you estimate
that there are approximately 150 medium and large MSAs across the United States
that meet your criteria. Please provide a source for "the most recent data," and provide
the data underlying your estimate. In addition, please clarify your timing for
expansion into other areas of the United States, given your disclosure elsewhere that
your business in currently concentrated in Minnesota and Wisconsin. If you expect to
target a subset of the 150 MSAs in the near term, please quantify the MSAs you are
targeting.
Non-GAAP Financial Measures, page 14
11.Please expand your disclosure to describe the nature of the adjustment for
discretionary shareholder bonuses and address why you believe the adjustment
provides useful information to investors.
Forward-looking Statements and Statistical Data and Market Information, page 34
12.We note your disclosure that you "have not independently verified the statistical and
other industry data generated by independent parties and contained in this prospectus
and, accordingly, we cannot guarantee their accuracy or completeness." Please revise
these statements to remove any implication that investors are not entitled to rely on
disclosure in your registration statement.
Use of Proceeds, page 35
13.We note that you intend to use the net proceeds from this offering for general
corporate purposes, including working capital and corporate development, and
repayment of outstanding debt. Pursuant to Item 504 of Regulation S-K, please
disclose the approximate amount intended to be used for each purpose.
14.As a related matter, please revise to disclose the interest rate and maturity of the
relevant debt you intend to repay with proceeds of this offering. Also, we note your
disclosure throughout the filing that your growth strategy includes acquisitions. Please
tell us whether you plan to use any of the proceeds from this offering for acquisitions,
and revise your disclosure accordingly.
Capitalization, page 37
In regard to the vesting of restricted common stock immediately prior to the
completion of this offering, please tell us what consideration you gave to presenting 15.

June 18, 2025
Page 4
pro forma financial information to show the impact of this settlement on your net
income as well as net income per share amounts pursuant to Rule 11-01(a)(8) of
Regulation S-X. Please also further clarify in your disclosures which restricted
common stock will vest immediately prior to the completion of the offering. In this
regard, we note your disclosures in critical accounting estimates and in the notes to
the financial statements refer to restricted shares which will vest 25% upon the closing
of an initial public offering and continue to vest at the rate of 6.25% on each
subsequent calendar quarter for the following 12 quarters.
16.For the year ended December 31, 2024, we note that dividends of $6.7 million were
paid to shareholders compared to net income of $4.4 million. In this regard, please tell
us what consideration you gave to disclosing pro forma per share data pursuant
to SAB Topic 1:B.3.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 40
17.We note your disclosure that PDPI has a controlling financial interest in the affiliated
dental groups operating under the business support services agreements. Please revise
your disclosure to provide a more detailed description of this controlling financial
interest.
Same Practice Revenue Growth, page 42
18.We note your disclosure that same practice revenues represent total revenues for
dental practices that have been operating for at least 13 full months prior to the end of
a given period and which have not been closed, combined, or sold during such period.
We also note your disclosure elsewhere that, since 2014, you have acquired 39
practices and opened 11 de novo practices. To provide additional context about your
Same Practice Revenue Growth, please clarify how many practices were included in
this metric for the financial periods presented in the filing, and clarify why Same
Practice Revenue Growth decreased year-over-year while revenues increased. In
addition, please revise your disclosure to clarify why you experienced lower clinical
production growth in the second half of 2024, and whether you expect this trend to
continue in future financial periods.
Patient Visits, page 42
19.Please revise your disclosure to define "recall patient count."
20.It is not clear if patient visits represents the number of visits or a dollar value
associated with the visits given the dollar sign in front of the number. Please revise
your disclosures as necessary. Refer to SEC Release 33-10751 for additional
guidance.
Patient Retention Rate, page 43
21.Please tell us why active patients are defined as general dentistry patients having been
seen by your affiliated dental practices within the past 24 months, while the
measurement period for this metric is 12 calendar months.

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Non-GAAP Financial Measures, page 43
22.We note your discussion of non-GAAP financial measures at the beginning of MD&A
before any discussion of your results of operations reported in GAAP. Please revise to
discuss the directly comparable GAAP measures with equal or greater prominence
than the non-GAAP measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
Critical Accounting Estimates
Accounts Receivable and Revenue Recognition, page 44
23.We note the significant increase in your accounts receivable allowance as a
percentage, which you note on page F-11 is due to increased time to apply contractual
payor allowances against receivables driven by your transition to a new practice
management and billing system in 2024. Please expand your disclosures to better
explain why the increased time to apply these allowances is resulting in the increase to
your accounts receivable allowance, the current status of your new practice
management and billing system transition, and whether this issue is reasonably likely
to continue to materially impact your accounts receivable allowance. Refer to Item
303(b)(3) of Regulation S-K and SEC Release No. 33-8350.
Results of Operations, page 46
24.In order to enhance a reader's understanding of your results of operations pursuant to
Item 303 of Regulation S-K, please expand your discussion to further explain why the
restructuring resulted in an additional income tax benefit in 2023 of approximately
$2.9 million.
Liquidity and Capital Resources
Outstanding Indebtedness, page 49
25.Please revise to briefly describe the "significant prepayment obligations" of your notes
payable. In addition, given the significant interest rates and amounts outstanding
under these notes and your credit agreement, please revise your risk factors to provide
additional detail describing the credit agreement and notes, including the potential
impact of the same on your liquidity.
Business
Our Growth Strategy, page 55
26.You disclose that, based on your experience in providing support to dental practices,
you believe you have the capacity to more than double the number of dentists you
support in your existing markets alone. Given your disclosure elsewhere that the
number of dentists you support has grown 42% over an approximately nine-year
period, please clarify the timeframe over which you expect you can double the
number of dentists you support.
Competition, page 64
27.Please identify your primary competitors, including other DROs, if one or a small
number are dominant in your industry.

June 18, 2025
Page 6
Limitation of Liability and Indemnification, page 71
28.Please revise your risk factor disclosure to discuss the risks to investors from the
limitation of liability and indemnification provisions in your articles of incorporation
and indemnification agreements.
Consolidated Balance Sheets, page F-3
29.Pursuant to ASC 810-10-45-25, please separately present on the face of your balance
sheet:
•Assets of consolidated variable interest entities that can be used only to settle
obligations of the consolidated variable interest entities; and
•Liabilities of consolidated variable interest entities for which creditors do not have
recourse to the general credit of the primary beneficiary.
Note 1. Nature of Business and Summary of Significant Accounting Policies, page F-7
30.In regard to the October 2023 restructuring, please help us better understand how you
determined the appropriate accounting. Please specifically address how you
determined that all shareholders of PDG, TDS, and OSM have nearly identical
ownership percentages and interests before and after the transaction. Please also
explain any differences in ownership percentages before and after the transaction and
how that was determined. Clarify the nature of the "non-clinical assets" contributed by
the affiliated dental practices.
31.Please better clarify your basis for consolidating the affiliated dental practices. Your
disclosures on page F-7 indicate that you are consolidating based on the guidance in
ASC 810-10-15-20 (Consolidation of Entities Controlled by Contract); however, your
disclosures on page F-25 indicate that you have determined that the affiliated dental
practices are VIEs and that you are consolidating as the primary beneficiary of these
entities pursuant to the guidance in 810-10-25-20. As stated in 810-10-15-19, the
guidance in the Consolidation of Entities Controlled by Contract applies to all entities
that are not determined to be variable interest entities. If you are using the
consolidation of entities controlled by contract guidance, please specifically explain
how you determined that you met the criteria of ASC 810-10-15-22.
Revenue Recognition, page F-10
32.Please disclose the following pursuant to ASC 606:
•Revenue recognized in the reporting period that was included in the contract
liability balance at the beginning of the period. Refer to ASC  606-10-50-8; and
•Revenue recognized in the reporting period from performance obligations
satisfied (or partially satisfied) in previous periods. Refer to ASC 606-10-50-
12A.
Note 7. Income Taxes, page F-16
Please better clarify in your disclosures how income taxes are calculated and
presented in you