Dealmakers Podcast

Veterinary Practice Acquisition and Deferred Consideration Deal Structures

Jonathan Jay speaks with Tony Egan and Nick Passmore about veterinary practice acquisitions, off-market seller conversations, valuation pressure, asset backed funding, and structuring a first deal without using personal cash.

Listen to the Episode

Episode 187  |  Runtime: 23:17  |  Audio Episode

Listen to the Episode

Hear the full discussion on acquiring veterinary practices, approaching under-optimised businesses, using seller psychology, and structuring deferred consideration around a first acquisition.

Episode

187

Runtime

23:17

Topic

Vet Practice Acquisition

Format

Coaching Call

Key Takeaways

Three direct acquisition lessons from two live buyer conversations.

Buy What Private Equity Cannot Easily Buy

Jonathan explains why smaller, imperfect veterinary practices may be more attractive targets than polished practices already priced for corporate buyers and private equity multiples.

Seller Value Is Often Driven By Emotion And Timing

Tony's veterinary practice conversation shows how a seller can step back when recent performance improves, making timing, expectation control, and tax advice critical to the deal.

Deferred Consideration Can Remove Personal Cash From The Deal

Nick's acquisition shows how property finance, pension funds, existing cash, seller deferral, and working capital can combine to reduce or remove the need for personal cash.

Episode Breakdown

Jonathan Jay first speaks with Tony Egan, who is targeting veterinary practices as an acquisition sector. Tony has found a practice with strong profits and substantial cash at bank, but the owner appears to be reconsidering after seeing performance improve and after receiving previous corporate interest. Jonathan breaks down why seller expectations can shift, how cash at bank affects the conversation, and why tax planning may become a strategic lever in getting the deal back on track.

The discussion then moves into the wider veterinary market, where consolidation and private equity activity have driven high multiples for well run practices. Jonathan advises Tony to avoid competing directly with corporate acquirers and instead focus on smaller, under-optimised businesses that lack recurring revenue, need operational improvement, or do not meet institutional buyer criteria. The strategy is clear: acquire imperfect practices at sensible multiples, improve operations, then build a group with stronger resale potential.

The second half features Nick Passmore, who found a potential acquisition through a family connection rather than direct mail. The poultry supply business includes commercial property, vehicles, cash, and an owner who wants a clean exit after 30 years. Nick explains how he negotiated the price down, structured the purchase using property finance and pension funds, secured deferred consideration, and avoided using personal cash. Jonathan highlights the importance of letting the seller speak first, locking in split exchange and completion, and protecting the deal before circumstances change.

Best For

  • Buyers targeting fragmented professional services sectors such as veterinary practices.
  • Acquisition entrepreneurs looking for off-market opportunities outside broker channels.
  • First time buyers learning how to structure deferred consideration.
  • Dealmakers assessing cash at bank, property, vehicles, and working capital in a target company.
  • Buyers who want to use seller motivation and asset backed finance to avoid personal cash exposure.

Questions Answered In This Episode

Why can smaller veterinary practices be attractive acquisition targets?

How can deferred consideration help in a first business acquisition?

Why should a buyer let the seller speak first on price and terms?

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