Independent Sponsor 338(h)(10) Elections in Veterinary Services
Securities and M&A counsel for independent sponsors structuring veterinary services transactions, from LOI to close to the capital markets that open up afterward.
Every veterinary services acquisition has its own gravity. 338(h)(10) Elections is the workstream where independent sponsor counsel earns the seat.
The typical veterinary services platform sits at $8M to $100M EV with EBITDA in the $2M to $18M range. The thesis runs on general or specialty practice roll-up under an MSO. DVM retention is more valuable than equipment. Underwrite the people, then the practice.
How 338(h)(10) Elections actually gets structured.
Run a side-by-side tax model showing the seller's grossed-up purchase price requirement.
Document the election in the purchase agreement, with required IRS forms attached.
Confirm the seller's eligibility, including the consolidated group structure.
Plan the tax gross-up payment, often funded out of the buyer's price.
In veterinary services, layer in state-by-state CPM analysis filed pre-LOI as part of the 338(h)(10) Elections workstream.
Demanding a 338(h)(10) without offering the seller a tax gross-up. The election only works if the math works for the seller too.
"338(h)(10) is a buyer benefit you have to pay for. Price it into the LOI, not the surprise column."Jason Powell · 338(h)(10) Elections
The deal is one thing. The capital that opens up after close is another.
Refinancing, recaps, growth rounds, and the right strategic conversation eighteen months early are all downstream of relationships that take years to build and minutes to use.
Related deal pages.
Transaction Fee Structuring for Veterinary Services
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Working Capital Adjustments for Veterinary Services
The closing-date true-up that protects the buyer from receiving a business stripped of normal-course working …
Representation & Warranty Insurance for Veterinary Services
A buyer-side insurance product covering breach of seller representations, reducing seller escrow and indemnit…
Indemnification for Veterinary Services
The seller's contractual promise to compensate the buyer for breaches of representations, covenants, and spec…
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Bring the veterinary services deal. Get 338(h)(10) Elections done right.
Direct counsel from a securities and M&A attorney with billions in structured transactions, the independent-sponsor-native playbook, and the capital markets network that opens up post-close.