For many veterinary practice owners, aspirations of selling your practice may be tempered by the unknowns of the acquisition process. Even when the circumstances of a potential sale are ideal, unfamiliarity with the market and sale procedures can lead to hesitancy. While timidity toward the unknown is certainly justifiable, owners should not let it stop them from becoming a participant in the rapidly growing market for veterinary practice acquisitions. While each veterinary practice sale is unique in its own right, there are also a number of procedural commonalities that appear in nearly every deal. Getting familiar with these steps and procedures may help shed some light on the selling process and relieve the effects of the acquisition unknowns:
Deciding to Sell: Behind every veterinary practice sale is the practice owner’s “Why”. The end goal for a successful veterinary practice owner is to one day sell their practice for a lucrative price and start their next chapter. For some, that next phase is complete retirement. For others, it might mean stepping away from a managerial role to focus solely on medicine, carving out more free personal time or sharing the responsibilities with a partner. Whatever the motivation may be, every sale of a practice begins with an owner’s decision to sell.
Valuing the Practice: An owner must have a general understanding of the monetary value of their practice prior to initiating the sales process. This valuation establishes reasonable expectations of return prior to entering the acquisition market and sets a pricing standard for potential buyers. Several key factors that are helpful in determining your practice’s value include the practice itself, equipment, and current and potential revenue. Potential buyers will also consider gross revenue, profit and loss statements, net operating income, EBITDA (earnings before interest, taxes, depreciation, and amortization), profit margins, a good location, room to expand, a long-lasting, efficient staff, a practice owner who will stick around and great client retention.
Finding a Buyer: There are many ways in which a practice owner may come across a suitable buyer. In some cases, the buyer may be a partner or associate veterinarian in the practice. In others you may have considered selling to a corporate consolidator. Selling to a corporate consolidator can be an excellent way for some owners to get their equity out now, with the ability to still work as a DVM for a few years after the sale. Three things that just about every corporate consolidator is looking for in a practice – high gross revenue, profitability and location. Knowing your options when it comes to selling your practice is a must. Consider engaging an experienced practice broker who can help you form the best plan for you and the best plan for your practice.
Negotiate the Deal: Once a suitable buyer has been located, it is time to determine the terms of sale. What does the purchase price look like? Will the owner receive all cash at closing? How long will the owner have to work after the sale? Are there any ownership opportunities for my associates? Should I sell or hold the real estate? What will the terms of my lease look like? There are many moving parts that need to be negotiated before the transaction can be consummated.
Letter of Intent: The letter of intent (LOI) is the preliminary agreement of the acquisition process which contains such salient terms as the purchase price, how the purchase price will be paid at closing, when the deal will close, the owner’s opportunity to reinvest in the buyer, the owner’s post-closing employment terms, and the terms involving the real estate. While the LOI is not a legally binding contract, it is typically used to establish both the essential terms of the transaction and the commitment of the parties to move toward a successful closing.
Due Diligence: This is the process of “looking under the hood” of the practice; the buyer will conduct an extremely detailed accounting of the assets, records, inventory, and financial standing of the veterinary practice. By conducting due diligence, the buyer is ensuring that the practice to be purchased is worth the price to be paid. For this process, the parties will want to involve industry specific accountants and legal counsel, as the closing of the deal and the purchase price to be paid is naturally contingent upon buyer’s satisfaction of the due diligence outcome.
Contracting Stage: The “Purchase Agreement” is one of the most important pieces of the entire transaction. This agreement, prepared and negotiated through each party’s respective legal counsel, will encompass the essence of the acquisition and obligations of both buyer and seller in successfully closing the transaction.
Pre-Closing Contingencies: Between the execution of the LOI and the agreed-upon closing date, both the buyer and the seller will be contractually obligated to perform a number of actions prior to the closing. These obligations may include the obtaining financing, disclosure of all practice operations, execution of employment documents and various certificates, etc. Each party’s respective legal team will be significantly involved in facilitating the drafting of documents and ensuring the satisfaction of deadlines and contingencies during this period.
Closing: The “Closing Date” is the day that the veterinary practice transaction is solidified; the seller is paid the purchase price, the buyer acquires ownership to the practice, and transaction is complete! Keep in mind that with modern technologies, a successful closing is typically accomplished electronically – gone are the days of the in person closing. The closing date marks the end of the acquisition process, and a new beginning for each party, especially for the owner who moves one step closer towards retirement.
If you have questions about Veterinary Law, please contact Peter Tanella.