Read the offer the way its authors wrote it
Consolidator offers price a clinic as a multiple of adjusted EBITDA, and the adjustments matter more than the multiple. The two biggest: your own clinical hours get restated at market associate pay, so an owner producing heavily on a modest salary watches EBITDA fall in the adjustment column, and rent moves to market if you own the building. One-time costs, wellness-plan liabilities and inventory levels get worked over too. We rebuild adjusted EBITDA the way the buyer's analysts will before you respond to a letter of intent, so the negotiation starts from your number, not theirs.
The multiple itself moves with durability. A clinic that depends on the owner's production is worth less than one where associates carry the caseload and stay; a practice with strong client retention and wellness-plan enrolment reads as recurring revenue rather than a queue of one-off visits. Those are things you can build deliberately in the two or three years before a sale, and they compound the price twice: higher EBITDA, and a better multiple on it.
Sell, stay, or sell inside
The right answer is a model, not a mood. Selling to a consolidator means after-tax proceeds under the offered structure, invested at portfolio returns. Staying independent means the profit stream the clinic already produces, plus whatever it is compounding toward. Selling inside means an associate buy-in financed over several years, usually at a lower headline price but on terms you control, with the practice culture intact. We put all three side by side in after-tax dollars, because that comparison is precisely the kind of decision work behind we help you decide.
Structure moves more money than price
A share sale can access the $1.25 million lifetime capital gains exemption, but only if the shares pass the QSBC purity tests, including the 24-month asset tests that a cash-heavy corporation fails. Purification starts years before the letter arrives, which is why sale-readiness sits inside ongoing planning rather than deal week. Then the components deserve their own scrutiny:
| Deal term | What to check before signing |
|---|---|
| Headline multiple | A multiple of whose EBITDA? Get the adjustment schedule in writing |
| Rollover equity | Class of units, how they are valued, and when you can actually sell them |
| Earnout | Whether the targets depend on decisions you will still control after closing |
| Employment agreement | How much value sits in salary, taxed in full, versus share price taxed as capital gain |
| Working-capital peg | How drug inventory and wellness-plan liabilities are counted at close |
Every one of those lines shifts after-tax proceeds, sometimes more than the price does. We model the whole structure before an LOI is signed, because that is when leverage exists.
Run it like it is always for sale
The numbers that raise a sale price are the same numbers that raise annual profit, so the discipline pays either way. A monthly scorecard for a clinic runs on a handful of measures: revenue per full-time-equivalent DVM, average transaction value, appointment fill rate, drug cost as a share of pharmacy revenue, and total labour share. Associate compensation keeps climbing across the GTA and drug costs inflate steadily; a monthly review catches the drift while pricing can still respond, instead of discovering it in next spring's statements. That cadence, scorecard, monthly review, decisions with numbers attached, is what Fractional CFO means here: senior finance attention a few hours a month, not a hire the clinic cannot fill.
Growth without selling
The alternative to a consolidator's capital is a lender's, and veterinary clinics are among the most financeable businesses a bank sees: recurring demand, diversified clients, strong margins. A second location, a surgical suite, or buying your building are all bankable projects when the package is right. Walla Assaf spent years in banking and corporate finance before founding Tauro, and Business Financing Advisory builds what credit teams actually want: clean statements, defensible projections and a structure matched to cash flow. Owners who finance growth keep the equity consolidators are offering to buy, and the scorecard above is what proves the next location can carry its debt. Once a second site opens, reporting has to keep the locations honest separately: per-clinic profit, shared costs allocated on a rule rather than a guess, and a cash view that shows which building is feeding which. That is the difference between a group and two clinics sharing a bank account.
