The pandemic has accelerated consolidation in the veterinary space as mergers and acquisitions – and practice valuations – are rising. Whether you are merging or acquiring another practice, consulting an experienced veterinary attorney is a wise choice.
Mahan Law advises veterinary professionals around the country on all aspects of practice ownership, from startup to practice transitions to mergers and acquisitions. We represent buyers and sellers and structure transactions to help them minimize risk and achieve their objectives. Given the challenges of merging and acquiring veterinary practices, you need a team of professional advisers in your corner. Contact our office today to arrange a consultation.
Advising Veterinarians About Mergers and Acquisitions
The veterinary landscape is rapidly evolving as consolidation has made it difficult for independent practices to compete with better-capitalized corporate consolidators. At Mahan Law, we represent both acquiring and targeted veterinary practices. By collaborating with a respected network of funders and financial professionals, our veterinary attorneys work strategically to help our clients navigate all aspects of mergers and acquisitions.
Structuring Transactions during Mergers and Acquisitions
Our legal team is well-equipped to handle a variety of transaction structures, including:
- Stock purchases
- Asset purchases
- Secured financings
While no two deals are the same, certain factors are essential, not the least of which is the corporate structure of both practices. Mergers and acquisitions involving sole practitioners, partnerships, and private companies present unique transaction challenges and tax considerations. Another concern for both parties is whether the deal is a stock purchase or asset purchase and the extent to which the buyer will assume liabilities.
Trust Mahan Law to help you choose the transaction structure that best suits your objectives and minimizes your tax liabilities. Let us handle the details, from negotiating the deal terms – sales price, allocation, financing – to clarifying restrictive covenants to transferring intangible assets (e.g. assignment of lease, business license, vendor contracts, equipment leases).
Conducting thorough due diligence is crucial to ensure a successful and seamless merger and acquisition of a veterinary practice. We have the skills and experience to verify the target practice is in good financial condition, identify the assets, goodwill, intellectual property rights, real property, contracts, and debts being acquired, and uncover any existing or potential liabilities. Notably, the buyer will likely be asked to enter into a non-disclosure agreement with the seller at this point.
Regardless of how the deal is structured, employee contracts are typically transferred to the buyer upon completion of the transaction. The seller acquires the employees with their existing terms, which may involve taking on the target practice’s current retirement plans or offering comparable retirement benefits.
The experienced veterinary attorneys at Mahan Law negotiate and draft the necessary transaction documents to effectuate mergers and acquisitions, including:
- Letter of intent that confirms the seller’s intent to sell and the buyer’s intent to acquire the practice, which is typically non-binding.
- Confidentiality agreement to protect seller’s patient and business records during the due diligence phase of the transaction.
- Purchase agreement establishes how the practice will transition from the seller to the buyer, including the sales terms, representations, warranties, duties, and obligations of the parties.
- Non-compete agreement protects the buyer by prohibiting the seller from competing with the practice within a defined geographic area and from using patient lists or trade secrets to solicit former clients.
- Transfer of intangible assets documents necessary to complete transfer of intangible assets, including the assignment of the lease, the business license, vendor contracts, equipment leases, and other intangible assets.
In addition, we also prepare all closing documents and represent clients at closing.
The Mahan Law Difference
Merging or acquiring a veterinary practice is a complicated transaction that involves many aspects of the law. You can depend on our attorneys to ensure the transaction is handled expediently and professionally. We have extensive experience representing buyers and sellers and work to help our clients achieve their goals.
Once the deal is closed, we also provide ongoing counsel through our retainer plans on a wide range of matters such as:
- Regulatory compliance
- Legal and human resource consulting
- Real estate transactions (leasing, buying, construction)
- Civil litigation
- Administrative proceedings
Above all, we will provide you with knowledge, skill, and exceptional personal service and work in your best interests at all times.
Contact Our Experienced Veterinary Practice Mergers and Acquisitions Attorney
Whether you are selling or acquiring a veterinary practice, it takes a skilled attorney to help you navigate a merger and acquisition. At Mahan Law, we have a well-earned reputation as dedicated advocates who work to help veterinary professionals engage in successful transactions. Contact us today to get started with an experienced veterinary attorney.