Close · Veterinary Services

Veterinary Services Transition Services Agreements (TSA): An Independent Sponsor's Counsel

When the deal is veterinary services and the question is Transition Services Agreements (TSA), the structure decisions in the first 30 days outlast the next five years. This is where Jason Powell works.

EV range $8M to $100M EV EBITDA $2M to $18M Audience Buy-side / Sponsor
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 Transition Services Agreements (TSA) 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 Transition Services Agreements (TSA) actually gets structured.

  1. Define every service with measurable inputs, outputs, and durations.

  2. Price each service at actual cost plus a defined margin.

  3. Set termination rights for both sides, with notice periods.

  4. Address data privacy and security obligations across the transition.

  5. In veterinary services, layer in state-by-state CPM analysis filed pre-LOI as part of the Transition Services Agreements (TSA) workstream.

The common mistake

Writing a generic TSA. Every line in a TSA is a future dispute waiting for definition.

Jason's take
"A good TSA reads like a SLA. A bad TSA reads like a memo."
Jason Powell · Transition Services Agreements (TSA)
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 Transition Services Agreements (TSA) 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.