Pre-close · Veterinary Services

Real Estate Carve-Outs for Veterinary Services Independent Sponsors

Securities and M&A counsel for independent sponsors structuring veterinary services transactions, from LOI to close to the capital markets that open up afterward.

EV range $8M to $100M EV EBITDA $2M to $18M Audience Buy & Sell-side
The deal context

An independent sponsor closing veterinary services transactions in the $8M to $100M EV range has a defined set of moves at the Real Estate Carve-Outs stage. Most of them are not in a generic M&A textbook.

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.

The moves

How Real Estate Carve-Outs actually gets structured.

  1. Separate operating real estate into a single-purpose entity pre-close.

  2. Document an arm's-length lease with renewal options and assignment rights.

  3. Address title, survey, and environmental on each parcel.

  4. Coordinate the real estate close with the operating company close.

  5. In veterinary services, layer in state-by-state CPM analysis filed pre-LOI as part of the Real Estate Carve-Outs workstream.

The common mistake

Leaving the real estate inside the operating company. The buyer pays a higher multiple than the real estate deserves.

Jason's take
"Real estate trades at a different multiple than the business. Separate it, lease it, manage it."
Jason Powell · Real Estate Carve-Outs
Capital after close

The deal is one thing. The capital that opens up after close is another.

Most independent sponsors solve the closing capital and then run into the post-close capital problem alone. The capital markets relationships that matter at month 18 are part of this practice.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
TALK TO JASON

An LOI on the desk, a veterinary services target, and a Real Estate Carve-Outs question worth a real conversation.

Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.