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Welsh Carson to Acquire a Majority Interest in Smile Brands from Freeman Spogli

Irvine, California, November 3, 2010 - Welsh, Carson, Anderson & Stowe ("Welsh Carson"), a leading private equity investment firm, announced today that it has signed an agreement to purchase a majority interest in Smile Brands Group Inc. (the "Company"). Welsh Carson will purchase a majority of its position from Freeman Spogli & Co., who will remain as a minority investor in the Company. The transaction is expected to close in December.

Since its founding in 1998, Smile Brands has grown into the largest dental support services organization in the United States, with approximately 325 offices in 18 states operating under three primary brands: Bright Now! Dental, Castle Dental and Monarch Dental. The Company has continued to expand rapidly, and will open 23 new offices during 2010. Smile Brands' affiliated dental offices have become market leaders by providing patients with quality dental services, including general, preventative, and specialty care at affordable pricing in a convenient, comfortable environment.

"We are thrilled to partner with Welsh Carson," said Steven C. Bilt, President and Chief Executive Officer of Smile Brands. "Welsh Carson's experience and success in the healthcare sector is unparalleled, and our management team is extremely excited to begin working together to refine our business model further, improve the value proposition for all our constituents and expand our footprint more rapidly."

"Smile Brands has established itself as the leading provider of dental support services, based on a unique business model that improves access to dental care while enabling dentists to focus nearly exclusively on providing care to their patients in great locations at affordable prices," said D. Scott Mackesy, General Partner at Welsh Carson. "The management team has done an outstanding job of growing the company for many years, and we are pleased to become their strategic partner and a long-term investor in Smile Brands."

"Our partnership with Smile Brands has been very rewarding and we are very happy to have the opportunity to continue to move forward with the company alongside Welsh Carson," said Fred Simmons, a Partner at Freeman Spogli. "We feel that the stage is set for a very bright future and the addition of Welsh Carson will further that opportunity."

Smile Brands was represented by Moelis & Company and Jeffries in this transaction.

About Smile Brands Group Inc.

Smile Brands Group is the largest provider of support services to general and multispecialty dental groups in the United States. The company provides comprehensive business support services, non-clinical personnel, facilities and equipment through exclusive long term agreements with affiliated dental groups. The Company's services support more than 1,100 dentists and hygienists practicing in approximately 325 offices nationally.

The Company's consumer-driven retail model is guided by the principle: "Smiles for Everyone". This model attracts patients to affiliated dental groups by combining strong, recognizable brands, highly visible retail locations and extended office hours with affordable and comprehensive dental care. The affiliated dentists and hygienists offer comprehensive, convenient and high quality dental, hygiene and specialty services such as orthodontics, oral surgery, endodontics, periodontics and pediatrics. For more information visit:

About Welsh, Carson, Anderson & Stowe

Welsh, Carson, Anderson & Stowe ("WCAS") was formed in 1979 and has focused its investment activities in two industries, information/business services and healthcare. WCAS has a long history of investing in other physician centric businesses, including current portfolio companies US Oncology, Ardent Health Services, Renal Advantage, Select Medical, Concentra and Solantic. WCAS manages $20 billion in capital and has a current portfolio of over thirty companies. WCAS's strategy is to buy growth businesses, partner with outstanding management teams and build value for its investors through a combination of operational improvements, internal initiatives and strategic acquisitions. See to learn more.

About Freeman Spogli & Co.

Freeman Spogli & Co. is a private equity firm dedicated exclusively to investing in and partnering with management in consumer-related companies in the retailing, direct marketing and distribution industries in the United States. Since its founding in 1983, Freeman Spogli has invested approximately $2.7 billion in 44 portfolio companies with aggregate transaction value of $17 billion, and is currently making investments from FS Equity Partners VI, L.P. Freeman Spogli has offices in Los Angeles and New York. For additional information, visit