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What questions should I ask before signing an LOI with a Private Equity Buyer?

What questions should I ask before signing an LOI with a Private Equity Buyer?

You’ve reached the point where you’re ready to sell your veterinarian practice and move into a different role in your professional career. But how do you evaluate offers from various buyers, including a private equity buyer?


Here are a few key questions to ask before you sign a letter of intent to sell your practice:

  • Is there a financial holdback? If so, what are the terms?
    • Many buyers will expect to hold back a percentage of the purchase price for various reasons. Most commonly, its to ensure that the seller performs the conditions of the transition or that the seller has been accurate and truth in regards to the representations and warranties made regarding the practice. its important to understand how you fulfill the terms to receive the full purchase price.
  • Will another doctor be brought in to support the transition?
    • If you’re ready to retire, you are going to want to know the plan to get you there. As a seller, you’ll be the key person to bridge the gap from your ownership to a new owner and ultimately, you’re the key and sole provider too. Its key to know the plan for bringing in (and choosing) a new dentist to take over the patient care as you transition out.
  • Can you speak with other veterinarians that have previously sold to this buyer?
    • If a buyer has made multiple acquisitions wherein the seller has remained on board for some time, they should provide some contact information for other sellers that you can speak to and ask questions. There is no better way to gauge if this is the right opportunity for you than to speak with others that previously sold.
  • What is the value of the rollover equity, and how is it valued?
  • What happens to key employees and associates?
  • How long do you have to work before your rollover equity is vested?

The list goes on, but early on, these questions can frame the structure of the deal and post-Closing life for you.