Close · Veterinary Services

Representations & Warranties Drafting Counsel for Veterinary Services Acquisitions

Drafting Representations & Warranties Drafting on veterinary services deals, with the structure protection and capital connectivity an independent sponsor actually needs.

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

The economics on a veterinary services platform deal usually hinge on a handful of structural decisions. Representations & Warranties Drafting is one of them.

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 Representations & Warranties Drafting actually gets structured.

  1. Anchor on a modern PE-style rep package, not an asset-purchase boilerplate.

  2. Distinguish fundamental reps from general reps in survival and cap structures.

  3. Negotiate knowledge qualifiers to defined-person knowledge, not constructive knowledge.

  4. Coordinate the rep package with the R&W insurance carrier's underwriting.

  5. In veterinary services, layer in state-by-state CPM analysis filed pre-LOI as part of the Representations & Warranties Drafting workstream.

The common mistake

Drafting reps without reading the disclosure schedules. The schedules are where the risk actually lives.

Jason's take
"Reps and warranties are a risk allocation. Draft them like risk allocation."
Jason Powell · Representations & Warranties Drafting
Capital after close

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

After close, the call list for refinancing, recapitalization, and growth equity gets short and known. Jason carries that list.

MONTH 18
Senior refi
MONTH 24
Dividend recap
MONTH 36
Growth equity
YEAR 4–5
Strategic exit
ENGAGE THE PRACTICE

Representations & Warranties Drafting for Veterinary Services, on independent sponsor terms.

Independent sponsor counsel that already speaks fluent deal-by-deal economics, structures clean LPAs, and travels with capital markets relationships for what comes after close.