Close · Veterinary Services

Veterinary Services Deals: Working Capital Adjustments Done Right

Independent sponsor counsel for veterinary services, focused on Working Capital Adjustments and the deal mechanics that protect sponsor economics and LP alignment.

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

Every veterinary services acquisition has its own gravity. Working Capital Adjustments 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.

The moves

How Working Capital Adjustments actually gets structured.

  1. Set the peg based on a trailing 12-month average, normalized for seasonality.

  2. Define each line item in the schedule, especially deferred revenue and accrued vacation.

  3. Cap the dispute resolution timeline at 30 days post-close.

  4. Build a true-up payment mechanism funded out of escrow.

  5. In veterinary services, layer in state-by-state CPM analysis filed pre-LOI as part of the Working Capital Adjustments workstream.

The common mistake

Using an unadjusted average that ignores seasonality. You pay twice for the same cash.

Jason's take
"Working capital is where deals are won or re-traded after LOI. Read every line of the schedule."
Jason Powell · Working Capital Adjustments
Capital after close

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.

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

Working Capital Adjustments 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.