Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
Speaker 1 (00:00):
You want to make the
transaction as streamlined as
possible and you have the rightteam in place, You'll be able to
figure out any issues that comeup.
I can't emphasize that enough.
It's so basic.
We want to be working withsomebody who understands what
the goals are.
Speaker 2 (00:14):
Welcome to the
Veterinary Blueprint Podcast
brought to you by Butler VetInsurance.
Hosted by Bill Butler, theVeterinary Blueprint Podcast is
for veterinarians and practicemanagers who are looking to
learn about working on theirpractice instead of in their
practice.
Each episode we will bring yousuccessful, proven blueprints
from others, both inside andoutside the veterinary industry.
(00:35):
Welcome to today's episode.
Speaker 3 (00:41):
Welcome to another
episode of the Veterinary
Blueprints Podcast.
I am your host, bill Butler,bringing you business and
entrepreneurial insights to theveterinary community, and I am
honored and pleased to bringanother awesome guest to you on
this episode.
We've got Peter Tonella, anattorney with Mendelbaum Barrett
PC.
He chairs the firm's NationalVeterinary Practice Group.
(01:05):
He is super active in theveterinary community with vet
partners that's where I know himthrough and also things like
writing legal lingo in today'sveterinary business.
So welcome to today's podcast,peter.
Hey, bill, it's great to seeyou.
Thanks for having me.
Awesome.
Well, you and I met about ayear ago at, I believe, vmx down
in Orlando and just superexcited to connect with you and
(01:29):
other business professionalsrecently joined VetPartners
myself and so I've gotten toknow you a little bit.
But for our listeners out there, why don't you explain who
Peter Tonella is and kind ofwhat you do in the veterinary
world?
Speaker 1 (01:42):
Yeah, thanks, bill,
and it's good to be on here
again.
It seems like just yesterdaywhen we met.
I can't believe it's been overa year.
As you mentioned, I chair thefirm's National Veterinary Law
Group.
It's a team of attorneys and werepresent veterinarians all
over the country buying, selling, merging, starting up and
general corporate counseling.
I've been in this space forabout 15 years now and over that
(02:05):
period of time, you know ourpractices has grown.
I think we fulfill a needbecause our team provides what
we like to say a 360-degreeapproach to our clients,
especially those who start up orbuy a practice where we're kind
of situated as their outsidegeneral counsel, and it's been a
lot of fun, you know workingwith our clients but also
(02:26):
meeting other.
You know professionals likeyourself in the industry.
As you know, as you're gettingmore involved in it, it's a
small industry.
We're, all you know, a goodgroup of friends.
Everybody's looking to helpeach other, as well as the
clients that we're serving,which is pretty cool.
Speaker 3 (02:41):
Yeah, it is a good
group of business professionals,
and that's one thing that I'vecome to realize, having this
podcast and speaking withdifferent professionals across a
bunch of different industries,is that veterinarians are just
looking for some good people tohelp advise them as they're
starting to become entrepreneursthemselves or run a business.
(03:02):
They went to school to becomeveterinarians and they don't
know all the legal stuff or allthe financial stuff or taxes or
insurance.
There's a lot of resources outthere and the pharmaceutical
companies and the animal healthworld are falling over
themselves, but to find a goodattorney or a good CPA or
insurance agent is a little bitmore difficult, and so there
(03:24):
aren't as many of us as thereare pharmaceutical reps out
there.
Speaker 1 (03:27):
You know, I agree,
you know on that point.
You know one of the firstthings I tell or I advise
clients regardless of whatyou're doing, you want to have
your team of professionalsaround you and, like you touched
on a good CPA, an attorney,whether it's us or one of our
other friends in the industryfinancial advisor, insurance
agent, the consultant, lenderthere are people like us,
(03:50):
professionals like you and meand others, that just specialize
in the industry.
It's what we're doing on aday-to-day basis and I think
that helps our clients,especially from a market
perspective.
When you're asking you foradvice, what are you doing in
the market?
I think spending the time inthere.
It's really helpful.
Speaker 3 (04:10):
Yeah, and so for you
and your firm and your practice
and your team who have gotten tomeet a number of the
individuals and attorneys onyour national veterinary
practice group.
I'm sure any business attorneyout there can draw up a buy-sell
agreement or a purchaseagreement, but there's just
uniques within the industry.
So, for veterinariansspecifically, what are some
(04:31):
legal challenges that they facewhen they're starting a practice
and how do you guide themthrough some of those issues?
Peter?
Speaker 1 (04:36):
We do deal with a lot
of attorneys who are outside
the industry.
Listen, sometimes it works, buta lot of times there's issues
that I think they raise thatotherwise you wouldn't raise.
If you're practicing within theindustry Now, from a starting up
perspective, if you're going tobe going at it yourself,
obviously zoning is the, I think, the first issue you got to
(04:59):
look at in terms of where you'relooking to practice or start
your practice, and you know whatdo you look at.
I always ask what are youlooking to do with three to five
years?
You want to make sure thatwhere you're going to be
supports not only what you'recurrently going to do, but also
the growth that you you know youmay be anticipating from a
parking perspective, if you wantto expand, can you do all those
(05:20):
things within that location,which is always critical?
I mean, it sounds like anobvious one, but it's something
that sometimes gets overlooked.
Going back to the team concept,if our client has contacted a
lender within the industry or areal estate broker within the
industry, those issues you knowa lot of times will get
(05:41):
addressed because they'reraising them as well.
Again, surrounding yourselfwith the right people who
understand the issues.
Speaker 3 (05:47):
Yeah, they've done
that before and so it's not
their first time trying tofigure out, like you said,
zoning issues or contract issuesor some of those lease issues
that you've seen before as itcomes up for veterinarians, and
so you know, when veterinariansare looking to buy or sell a
practice, there's probably somekey factors that they need to
(06:09):
think of from a legalperspective.
What are two or three of thosekey factors that you know?
You mentioned one, zoning, butwhat are a few other ones from a
buying or selling perspective?
Speaker 1 (06:18):
So, from a buying
perspective, if you're a
veterinarian looking to buy apractice, I think communication
is key with the seller.
You want to have a goodcommunication and you want to be
on the same level in terms ofwhat the expectations are.
I have a number of acquisitions, early acquisitions, going on
right now.
The client calls us up and kindof walk through what you're
(06:40):
looking for and typically theclient will put together a
letter of intent that just setsforth the business terms that
the buyer and seller can agreeupon.
And then the attorneys takethose business terms and they
can incorporate it into the.
You know the agreement and youreally want to.
You really want to drill downon those early on.
So you get a meeting of theminds Because the last thing you
(07:02):
want to do is start spendingtime and money and all of a
sudden an issue comes up.
And issues do come up, but it'ssomething that you didn't
address early on and it could bematerial and it just kind of
sidetracks the whole deal.
So I think that's not reallyimportant on the buying side.
On the selling side, it'shaving the right mindset and
being prepared to sell mindsetin being prepared to sell.
If you're going to sell to.
(07:23):
You know if you're looking tosell to a, you know another
independent veterinarian.
You know what is thattransition going to look like.
Have you gotten your practicevalued so you understand what
the valuation of your practiceis and if there's any issues
within your practiceoperationally or financially how
do you fix them?
(07:44):
Get them all fixed so thoseissues don't need to be
addressed in a transition andunderstanding.
Are you going to sell to?
Are your practice in a size andscope that you're going to sell
to?
You want to keep it privateinto an independent vet, or are
you looking to sell to corporate?
It's similar preparation butthere's different issues that
(08:06):
need to be addressed.
But you can never start too soon.
If you're looking to retiretomorrow or in a year from now,
you're already too late and thathappens.
You want to be.
You're looking to do now.
They used to say five years, wecan't even say between five and
seven years.
Get your practice prepared andoperate your practice.
Operate it now like you'relooking to sell in six months.
(08:29):
If you have that mindset andyou're running your practice on
a regular basis, that it can besold, you know anytime.
In six months, you know youshouldn't have any.
You shouldn't have any materialissues that need to be adjusted
on a going forward basis, butit's just preparation in the
mindset.
I think really for both of them.
Speaker 3 (08:48):
So, and that brings
up a point For me, in my
business I'm never scared toinvest, and I don't say spend to
spend money on speaking with anattorney.
It's an investment.
I don't know employment law or,hey, I'm signing a new lease.
You know we moved into a newoffice space as a business.
I've been around for.
You know our business has beenhere 20 years.
(09:09):
But moving to a new office space, I wanted to have an attorney
review the lease, because youknow, I read contracts every day
, but they're insurancecontracts, they're.
You know, when I read a leaseagreement, I'm reading a lease
agreement as it relates toinsurance, not as it relates to
a maintenance agreement whereI'm now responsible for the HVAC
on the building I don't own.
And so I think one of the keytakeaways is don't be afraid to
(09:33):
invest.
You know, $250 or $300 or $400for that one hour of advice, if
you're working with an attorney,to say, hey, these are some
things that I'm thinking aboutdoing, what can I get some help
with?
And so I'm sure you'll probablyagree, peter, not as an
attorney.
But fixing something before itbecomes a problem is always less
(09:56):
expensive when you're dealingwith a billable hour situation,
right Well?
Speaker 1 (09:59):
we're right, not even
a billable money is important,
but from a time perspective, Imean, remember most of our
clients, whether you're buyingor even starting up, they're
working somewhere as anassociate, right?
If they're going to be buying apractice, they're either
working somewhere else andthey're buying another practice
or they're an associate workingin that current practice.
(10:21):
Or if you're selling, most ofour clients who are selling are
working pretty hard in order tokeep the revenue profits up so
they can maximize that.
So time is like for you and I.
I think the biggest factor wehave in our lives is the minimal
amount of time, and it's nodifferent.
So then you're going to enterinto a transaction, you want to
(10:43):
use your time efficientlybecause they're busy, and that's
something you know.
I think, going back to somebodywho's not in this space, as
opposed to somebody like us whois, I appreciate the fact that,
how busy they are, especiallywith those who are selling, when
they have availability to speakwith you, to use that time
wisely you want to be efficientbecause eventually, every deal
(11:04):
at some point in time,especially with sellers they get
fatigued at some point in timeand you need to know how to deal
with that, not only from alegal perspective, but from a
psychological perspective, torespect your clients.
It's like, oh, I don't want tolook at this again.
I'm just like, okay, we'realmost there.
Come on, let's work together.
We're almost there.
We're going to get you what youwere looking for at the very
(11:25):
beginning.
Let's just stay together andwork through this.
Speaker 3 (11:28):
Yeah, one of the
things that comes up on an
insurance perspective for thesale is a lot of times, if
they're selling corporate oreven selling private practice,
the veterinarian winds up stillholding the real estate that
they own in the holding companybut they sell the asset of which
is the practice itself, andthat creates a whole different
component about the lease thatthey have with the person
they're selling to.
(11:48):
And then how do I insure thebuilding?
Because I used to insure itthrough my practice and they
think it's a huge, complicatedissue and insurance is
complicated right now justbecause of market conditions.
But we have experience doingthat and so, just trying to make
things easier when they'reselling their baby, so to speak,
that they've spent a lot ofyears building and so that time
(12:12):
and advice and experience can bevery beneficial for them.
Well, you had mentionedcorporate consolidation, peter,
and what trends are you seeingright now?
Because I think pre-COVID therewas a different trend line and
now 2024, we say post-COVID,even though COVID's still out
there.
But I think just what are youseeing from corporate
(12:34):
consolidation?
And if they're consideringselling their practice there,
what are some thingsveterinarians should look out
for or just be aware of?
Speaker 1 (12:41):
Yeah, you know, you
mentioned, I guess, during COVID
or pre-COVID.
I always look at the January1st of 2023, when things really
slowed down.
At any given time, we wereprobably, you know, managing, I
would say, 20 to 30 corporatetransactions.
Now I think that list is downto probably anywhere between 5
(13:03):
to 10.
And we're still very active.
There's a handful that arestill really active.
It's just again going back tothe mindset in terms of what
you're looking to do and whatyour goals are.
A lot of times, clients come tous and they get brought to us by
another colleague in theindustry whether it's an
accountant or a consultantsaying you know, listen, dr
Smith and Dr Jones are lookingto sell to a corporate buyer.
(13:27):
We have one or two that areinterested, so they already have
the mindset that that's wherethey're going, and then our goal
is to have a conversation withthem and kind of help them
achieve their goals.
Sometimes clients will call usahead of time and say you know,
what do you think?
And I'll ask them are youinterested in selling to
corporate?
Obviously they got to be theright fit in terms of
financially and size and whatnot.
(13:49):
Or do you want to stayindependent?
Because I do see talking abouta trend.
I think before back in 2022, 21and 20, you didn't see as many
independent veterinarians buyingthe practices where they're
associated at now yeah.
I use the word the pendulum Nowwe're doing.
(14:12):
We do have a still prettystrong corporate, you know
market in terms of who were theclients that we're dealing with,
but we are dealing with a lotmore associate veterinarians
buying into or buying thepractice where they currently
work, and it's great and a lotof our, actually a lot of the
clients, even on the sales side,who we represent.
(14:33):
Yes, they have a practice thatis a corporate target, but they
said you know what, maybe Idon't need to maximize every
dollar out of here.
I want to sell to my associate,dr Jones.
She's been with me for fiveyears.
I want to sell to her and theyfigure out a deal that just
works or makes sense for theowner and for the associate.
That is a trend we're seeingmuch, much more of, as well as
(14:56):
the startups.
I do think there is a swing backto the independent practice of
veterinary medicine, away fromcorporate, and I don't have a
preference one way or the other.
My goal is, like you, I want tospeak with my client and I want
to help them to achieve theirgoals.
(15:17):
It's not what Pete wants to door my team wants to do.
What are you looking to do, andthen we talk about it and say,
okay, how do we achieve that?
Speaker 3 (15:31):
How do we work
together?
And let's go at it.
So, on the changeover, youmentioned January 1st 23.
Are you seeing more?
So my viewpoint of it and I'llbe interested to get your take
on it is that the one and twodoctor practices are now not the
ones prior to January 1st of it, and I'll be interested to get
your take on it is that the oneand two doctor practices are now
not the ones you know prior toJanuary 1st of 23,.
The corporate entities werebuying all comers and now those
one and two vet practices are alittle bit more risky for them.
(15:53):
If that vet leaves now they'rehaving trouble filling the
pipeline and keeping vets onboard and so those smaller
practices are a little bit morerisky.
So, like you said, it's got tobe the right fit.
And what I'm seeing is theright fit for the corporate
purchasers is the larger youknow three to seven vet
practices as being more in theirwheelhouse or demographic.
Speaker 1 (16:15):
Yeah.
So I think what we have seen,the one doctor practices have
never been an ideal target for acorporate buyer.
However, now I think what wehave seen, the one doctor
practices have never been anideal target for a corporate
buyer.
However, now I think, with somany of the larger practice
being have been bought up.
We are seeing there are ahandful, not many.
I actually have one right nowwhere our client is.
She's an.
It's an older veterinariansingle doctor practice was
(16:36):
recently a two doctor practice.
There is a corporate buyer forit.
And older veterinarian singledoctor practice was recently a
two doctor practice.
There is a corporate buyer forit.
And another thing too we saycorporate buyer.
You know at one time there's 70plus corporate consolidators and
you know that number offluctuates so much.
And then out of those 70, howmany were active?
People would come up.
You know I'll get phone callswith different professionals or
(16:57):
clients and they'll say did youknow this one, did you know that
one?
There's so many of them andsome just come up.
I have one right now.
I never even heard of it.
We're doing a transaction withthem.
It's going to be the first timewe're doing it.
I understand they own about 10practices, a small one.
But my point is that they'relooking at a one doctor practice
which, to your point, it's arisk.
They're interested in thispractice because it could be a
(17:20):
five doctor practice that hasthe room for it and they can be
very aggressive on recruiting.
So it's a fit for them.
It's going to be for our clientbecause she's ready to sell and
there's not a lot of buyers outthere.
It's going to be a fit for thatcorporate buyer because where
the demographic is and the sizeof our practice kind of checks
(17:40):
the box.
So it's got to be a fit on bothsides in order to, you know, to
make it work.
Speaker 3 (17:45):
Yeah, on the startup
side, are you seeing some?
Some doctors who were, you know, maybe worked at independent
practice that got bought out andsold corporate, and they are
like you know I really likedworking at the independent
practice.
I don't like the corporatemodel and you know, like you
said, I don't have a flavor oneway or the other for my clients.
You know, at some point in mycareer I'm going to sell my
(18:06):
business and you know I've gotto make a decision about where
I'm going to go with that.
But I'm not there yet.
I'm in the preparation stage,as you said, you know, trying to
make sure I'm running mybusiness to sell it whenever I
need to.
However, are you seeing thosestartups, those veterinarians
who are starting up a practice?
Are you seeing more of themcoming from maybe the corporate
side or the practice where theywere corporate and they're like
(18:28):
I think I can do this myself.
Speaker 1 (18:29):
Definitely, we're
doing a lot more of those Quite
frequently throughout thecountry, and even more so on the
specialty side, where, you know, the specialty hospital was
bought out by corporate andmaybe their restricted covenant
is almost over or they'relooking to go outside of the you
know the non-compete radius andwhether it's one of them or two
(18:50):
or three of them going to go dotheir own thing, right, and
then it's always interestingbecause they want to get away
from corporate and go do theirown thing and we talk about so
what's your three, four, no five, seven year plan?
And, hey, we don't know.
We want to build this thing upand you just don't know we're
not going to smartly, we're notgoing to, you know, cross
anything off in terms of optionsfor us.
(19:11):
You know, maybe we'll stayindependent, maybe if somebody
comes along you know they havefamilies of their own, it's just
right now they just want tofind a location and be able to
build.
You know what they want to doin terms of their business and
they go from there.
So, yeah, we're doing a lotmore of those which we weren't
doing, you know.
You know back before, I think,that 2023 mark and we were far
(19:32):
between on the startup side.
Speaker 3 (19:35):
Yeah, it's.
It's funny because you know youmentioned the veterinary
started a number probably 40% ofmy most recent.
You know referrals in ourhusband and wife teams.
You know the husbands, thepractice manager or actually
husband and wife veterinarians,where you know they're both
working at different practices.
They maybe met in vet schooland now they're like you know,
(19:55):
your practice got bought outcorporate.
I'm going to leave my practice.
We're going to start a practicetogether.
Your practice got bought outcorporate.
I'm going to leave my practice.
We're going to start a practicetogether.
And I was speaking to theMinnesota Veterinary College
here at the U of M, to the VBMA,last fall, and I said how many
of you at some point want toopen your own practice someday?
There were probably 80 secondand third year vet students in
(20:16):
the room and probably 60% ofthem raised their hand.
And I think there's just alittle bit more of an
entrepreneurial mindset in theyounger veterinarians now than
there maybe was, you know, five,six years ago.
Speaker 1 (20:29):
When all the
practices seem to be corporate,
just came on so strong.
I think you know there's a needfor everything and I think for
the industry it's being anoutsider who's been fortunate
enough to work within theindustry and seeing what's
transpired I think there are alot of good things that came
from.
You know corporate in terms ofyou know compensation.
You know it has risen forassociate veterinarians.
Speaker 3 (20:51):
Well, access to
emergency care.
Yeah, I mean, you look at, youknow, blue Pearl.
Access to emergency care, likethere's a lot of benefits for
the animal health community.
Yes, you know, I think there'sarguments to be made on both
sides.
You know my industry is goingthrough same stuff being bought
by you know I get I get callsevery week saying hey, are you
ready?
Emails like are you ready tosell your practice?
My insurance agency.
Speaker 1 (21:16):
There certainly are
advantages and there's
challenges.
I think it's what do you want?
What's your goal in the end ofthe day as a practice owner?
Speaker 3 (21:24):
And then drawing it
back to the attorney piece is
making sure that what you'resigning and on the buyout
purchase that you're going inwith your eyes wide open, you're
working with a legalprofessional who's seen these
contracts before and knows maybesome of the pitfalls.
So when you say, well, thatisn't what I intended, but now
I'm locked into this contractwith either an independent or a
(21:47):
corporate seller and you'reworking with an attorney who
hasn't seen this before, yeah,especially on the corporate side
.
Speaker 1 (21:53):
Obviously, on the
independent side you always say
what's the difference?
There's more flexibility interms of the terms and
conditions.
When you're working withanother independent veterinarian
, the money may be a little morelimited because a lot of times
you know if somebody's anindependent vet that's going to
come by your practice.
They're kind of limited as whatkind of financing you're going
to get, right.
Speaker 3 (22:13):
You might have to
have some seller financing
involved.
Yeah, on top of that, in orderto get the number that you're
looking for.
Speaker 1 (22:20):
But you know your
transition period after you
close may be shorter.
There's just a lot moreworkarounds when you sell to,
you know, a corporate buyer,obviously you want to try to
avoid a bad partner.
You know your due diligenceahead of time and make sure you
know culturally they're a fitfor you.
Typically the transitionperiods another trend you know
just to bring up and kind ofdelves into this the transition
(22:44):
periods are much longer.
You know, I think you knowbefore COVID, you know the
transition period for acorporate buyer, maybe two years
.
Now you're looking at, you know, at three at a minimum up to
seven years.
We're seeing at some point intime if you're a producer in
that practice.
So you're asking your clientwhen do you want to get out?
So if you want to get out inthree years but the contract
doesn't provide for that, youwant to make sure there's
provisions or try to get aprovision in there where you can
(23:07):
say, okay, buyer, I can put itto you, I want to be able to get
out in three years and it maycome at a cost.
Because if you do that at three, the three-year term, maybe
you're not going to get the fullvalue of what you know.
What you know, the maximize orthe value of the practice.
But you have the ability to getout on your terms as opposed to
you know when they want to do arecap and then you're going to
(23:29):
realize a full maximize value ofyour practice.
So, to your point, you want tobe looking at those deal
documents closely.
The deal documents on acorporate sale are much, much
more complex than a dealdocuments on the sale from one
veterinarian to another.
Speaker 3 (23:46):
You mentioned
something there and I think it's
probably worth bringing up on arecapitalization of the numbers
that you see veterinariansbeing offered for their practice
.
How much of part of the dealsis equity in the fund, the
private equity fund, where theysay, yeah, you're going to get
18 times EBITDA or some insanenumber here's $10 million but 6
(24:08):
million of the 10 million isequity that's going to get
recapitalized and you don't getthat until we cash out.
They might not cash out for 10years.
How much of that are you seeingand how wary should
veterinarians be of that?
Speaker 1 (24:21):
It's not so much wary
, it's a matter of just being
educated.
I know what you're going withbeing educated on it.
But almost every deal now and Iwas out in Reno two weeks ago
and I did a presentation and acorporate buyer happened to be
in the audience I said, you know, I'd say almost 90, 95% of
deals now are all you know, sometype of rollover equity.
And they came up to me, oh, wedo all cash deals still.
(24:43):
I'm like, oh, okay, but no,again the talk about a trend.
You know, back before 2023, youhad a lot of buyers out there,
like at NBAs of the world, whoare coming up all cash deals,
you know, in order to minimizetheir risk.
Most of these buyers, thecorporate buyers have, you know,
some type of rollover equity,whether you're rolling over at
(25:04):
the practice level or it's goingto be at Topco level.
And it goes back to my pointyou're asking how long you want
to ask your client no, youngerveterinarians you sell, they may
not be so concerned aboutsticking around.
For a recap event, if you're inyour mid sixties and you want
out in three years or four years, you want to try to get
(25:27):
language in there in the letterof intent phase where there is
an you can put.
It's called the put option.
You want to be able to put itto the corporate buyer and say
I'm ready to leave, and thenthere's a full calculation of
what does that look like?
Sure, it's an option.
You don't have to exercise it,but maybe you do want to stick
around for a recap event.
But to your point, a recap.
(25:49):
What happens if they all say,oh, we're going to be recapping
next year or four years from now?
You just don't know.
So to control your own destiny,you want to make sure you try
to have that option in there soyou can control your own destiny
and understand what it lookslike financially.
Speaker 3 (26:04):
Just to put a
statement to that, it's really
knowing what the end.
What does done look like?
Speaker 1 (26:09):
Yeah.
Speaker 3 (26:10):
What you know,
whether that's a dollar amount,
whether that's my entire teamgets taken care of, or whatever.
That is like really having thatclear, and so that way you
weren't surprised by somethingfour years down the road where
you go.
Well, this isn't what I wanted,but you're you're four years in
on it.
Speaker 1 (26:25):
Right, you know you
mentioned a word.
You said team.
That's I'm glad you broughtthat up.
You mentioned a word.
You said team.
I'm glad you brought that up.
That's really something specialabout this industry which I
noticed early on.
I always say everybody wantsmoney.
It's just human nature, right.
But here you're talking toclients and having a
conversation like this andyou're saying, okay, I'm going
to get X amount of dollars frommy practice selling to a
(26:46):
corporate buyer, but how arethey going to treat my team?
What is that going to look like?
And there are a lot of sellersout there who will leave some
money on the table or try tonegotiate a deal in order to
have some type of stay on bonussprinkled along key associates
or staff, which is, I thinkthat's pretty cool.
(27:06):
Where they want to share becausethey'll tell you, pretty cool.
Yeah, where they want to sharebecause they'll tell you listen,
there's my practice.
Most of my practice would notbe as successful if it wasn't
for Dr Smith or Dr Gold, and Iwant them to share in the reward
of this as well.
And also, what is it going tolook like, not only for me in
three years, but I want to makesure culturally.
It's a fit for my, my team,which is why you want to do your
(27:28):
due diligence ahead of time asa seller and you want to ask
around hey, how did it work foryou when you sold to X or Y?
So you make sure it's a fit foryou too.
Speaker 3 (27:40):
Yeah, you mentioned
other veterinarians and so I
think that probably brings aquestion to my mind about
partnerships and structuringpartnerships for veterinarians.
You know I mentioned husbandand wife.
What if you've got a couple ofveterinarians that they you know
I mentioned husband and wife?
What if you've got a couple ofveterinarians who are classmates
and want to start a vetpractice together, maybe a
couple of vets who are a littledisillusioned with where they're
working now and think we can dothis a little bit better?
(28:01):
What advice do you have aboutstructuring partnerships?
Speaker 1 (28:05):
You know, a lot of
times they don't want to spend
the time on a good partnershipagreement.
And what's a partnershipagreement?
A partnership agreement it'seither an operating agreement,
if you're a limited liabilitycompany, or it's a shareholder's
agreement if you're acorporation and people say, well
, buy-sell agreement, well, thebuy-sell provisions are all
incorporated into thatpartnership agreement.
(28:27):
And I try to keep it reallysimple.
From an analogy standpoint,it's really your prenuptial
agreement and I kind of I try tokeep it really simple from
analogy standpoint.
You know it's really yourprenuptial agreement.
You and I are going to bepartners.
What do we?
You know what do we want ourpartnership to look like.
You know, if decisions need tobe made, how are we going to
make them and what?
If you know Bill, you want to.
You know you think we needanother $50,000, you know in
(28:48):
you000 in two months in order toboost our practice.
And I say I think you're crazy,I don't want to do that.
Okay, rather than fighting, youwant to spell all those terms
and conditions out in thatpartnership agreement.
So you're going into this thingexcited, so you want to address
all those issues.
So, in the event that one of youwants to leave or it's not
(29:08):
working out.
You're going to spend the timeand effort up front, so
hopefully you're not going to bespending time and money on
legal fees to exit.
It's all built in there andit's built in fairly when you
guys were all on good terms.
I really think it's importantto spend the time on it, because
we have had clients wherepartners will come to us and the
(29:32):
younger partner says you knowwhat?
I'm just fried, I don't want towork anymore.
And then there's a poorvaluation method in there in
order to further buy out.
It's just poorly drafted.
So you really want to spend thetime and the effort on it and
it's not overly complicated.
But just like you're looking ata corporate transaction, it's
the same thing on a partnershipagreement and you're spending
time with your clients talkingabout what do you guys envision
(29:55):
this partnership looking like?
And if one of you wants toleave, what do you think it
should look like?
Things like that, you know.
Just address those issues headon.
Speaker 3 (30:03):
It can seem fairly
mundane to fill that out or work
with you know, work with you oranother attorney to fill that
out when everything's going goodor you're going in excited, but
when things aren't going welland you're not excited, that's
not the time that you want tosit down and like hammer out
whose roles or responsibilitiesare.
Who's making the final decisionon that piece.
It brought to my mind a story.
(30:25):
So my wife was sick in 2016.
She had cancer, recovered andwe didn't have a health care
directive for her, and so we'resitting in the hospital the day
she got diagnosed with cancer,filling out a health care
directive.
It makes life a lot more realwhen you're filling that out in
the middle of an emergency ormaybe you know.
To put this back to thepartnership piece, you're
looking to dissolve yourpartnership or buy a partner out
(30:47):
and you haven't taken care ofthese things on the front end.
It becomes a lot more messytrying to do that in the middle
of it versus with clear eyes,thinking okay, what do I want to
have happen down the road andfeeling good about it, versus
like this is very real andthings could go bad.
Speaker 1 (31:05):
Yeah, bill, listen,
I'm sorry I didn't know about
your wife's diagnosis.
I'm so happy to hear that she'sin recovery.
I can't even imagine sittingthere and filling out that
healthcare directive.
Think about the stress you'reunder just because of the
situation and then to have thatand you're trying to comb over
it.
That's a great analogy, becauseif you're trying to come to an
(31:28):
agreement when you guys reallyaren't on good terms, it's
that's a great, great analogy,because if you know you're
you're trying to come to anagreement when you guys really
aren't on good terms.
It's just human nature, it'snot you probably would have been
created early on.
But now, because you're pissedoff at each other, you're I
don't want to agree to that, Idon't want, and especially you
know.
Then you get different lawyersand, depending on their
personalities, you're spendingtime and money.
Time and money on things whereyou can On a business divorce.
(31:50):
Yeah, that could probably havebeen avoided if you had the
roadmap Again, it's a roadmapgoing into that business.
How do you guys exit amicablyif you want to sell?
What do decisions look like?
That's where you want to talkto somebody who understands it
so they can walk through thoseissues and address those issues
(32:11):
with you.
Speaker 3 (32:13):
Yeah Well, you
mentioned the decision-making
process a little bit earlierabout getting out, you know,
just from a succession planningperspective and planning within
veterinary practices.
You know why do you think it'simportant?
You touched on it, but why doyou think it's important for
veterinarians to think aboutthat early in their careers?
Speaker 1 (32:32):
You want to have a
plan in place in order to what's
the in any business, what's theexit strategy going to look
like.
So, all of a sudden, you wakeup one day and I, you know, I
want to get out.
And that still goes on to thisday.
In terms of clients, I have oneclient who's, you know, in her
60s.
She wants to sell to one doctorpractice, as we just talked
(32:55):
about.
It's a lot harder to sell.
She thinks she has somebodywho's interested in it, but
she's really ready to sell.
So I mean, you're reallyputting yourself in an awkward
position because if thatparticular associate doesn't
want to buy your practice, youknow your options.
There's not a lot of optionsout there for you.
One and then two.
Hopefully it's a new client,hopefully you know they have
(33:18):
their what I would say house inorder.
From a financial perspective,from a contractual standpoint
perspective, have you no, haveyou been filing your taxes?
You know no.
Speaker 3 (33:29):
Are you reconciling
your books?
Speaker 1 (33:32):
Right, right, I mean
no, because their lender if
you're selling to an independentveterinarian, their lender is
going to be looking at all thatstuff.
Are you comfortable with thebuyer in their team, whether
it's a counter lawyer or lenderis going to be looking at what
they're going to find in yourpractice?
Have you been declaring cashthat you receive?
(33:54):
That's a big no-no.
Obviously you want to bepreparing ahead of time and
that's on the practice side andyou hit on it before.
What does your lease look like?
Do you own a real estate?
Do you have a lease of a fairmarket value lease in place or
are you leasing?
And if you're leasing, whatdoes your lease look like?
What is your relationship withyour landlord look like?
(34:14):
And these are all things thatyou, as a business owner, you
know.
You just wake up one day I'mgoing to sell.
You want to be preparing sowhen you do sell, you can put
yourself in the best positionpossible and hopefully address.
You be proactive aboutaddressing issues ahead of time.
So then, when you're the buyerslooking at, you're doing their
due diligence.
Hopefully there's not fewerissues that would otherwise be
(34:37):
there Because two things willhappen.
Speaker 3 (34:39):
Well, three things
will happen.
You'll get a deal, or you'llget a deal that you don't want,
but it's the only deal you'regoing to get, or they're going
to walk away.
Speaker 1 (34:48):
Right.
We hear the word a lot.
Now I keep thinking of othertrends that could come retrading
, they'll come in.
You don't want to giveespecially a corporate buyer,
any opportunity to retrade onyour deal and back during COVID
or before COVID, you didn't seea lot of retrading going on.
Now they're constantly lookingand looking and doing diligence.
(35:10):
It seems like forever.
And you don't want to give themany opportunity to say oh yeah,
I know we have a signed LOI,but we found this and we're
going to take a million dollarsoff the purchase price and
you're kind of like what?
And meanwhile you're knee deepin this deal.
But had your practice properlyprepared?
Hopefully that issue could havebeen addressed ahead of time.
Speaker 3 (35:31):
You're probably going
to pull your hair out when I
describe this to you, but Ibought an insurance agency in
2021 with no P&L, no balancesheet, a two-year lease and it
was 100% paper agency where Icouldn't verify the client list.
Speaker 1 (35:44):
You know what that
was a business decision so you
went in there.
You understood the risks thatwere involved and you know and
you did it.
It has worked out, yeah.
Speaker 3 (35:54):
It worked out right.
It's, it's worked out very well.
But, you know, the interestingthing is the the, the seller.
He was older and he said youknow, this was October of 2021.
So this is in the middle ofCOVID.
This is the first guy I'd metwith since March in person,
other than my wife.
I was like sitting in hisoffice, we're both wearing masks
.
It was crazy.
(36:14):
And he said, well, I want Xguaranteed.
And I said, well, I need threeyears loss runs, I need three
years production reports, I needthree years P&L.
He goes well, I don't have anyof that.
And I said, well, then thatguaranteed number is not
guaranteed.
And so the negotiating powerthat you have if your house is
in order, like you're mentioning, peter, it puts the cards in
(36:37):
your hands versus the buyer'shands.
If you're in a sell position andpreparing for that succession
planning whether it's internallyand you're trying to help one
of your associates buy thepractice, or you're going to try
and maximize your investment inyour practice and get as much
top dollar outside I mean, I'vedone evaluation of my agency
just from a planning perspectivethree years, six years, nine
(36:59):
years of what do I need to bedoing?
And the person told me is threeyears before you want to sell.
You need to stop all personalexpenses through the business
because a lot of veterinariansuse, you know, insurance agents
use their business as alifestyle business.
I think veterinarians do alittle bit as well and you have
to stop all personal expensesthrough the business to drive
that revenue number as high asyou can versus.
(37:20):
Well, I was putting 5% of thepractice revenue through my
pocket because I've got a truckthat I drive and expenses and I
travel to VMX and all thesethings and I run that through
the business.
If you want to maximize yourinvestment, you have to stop
doing those things, and so Ithink that's where working with
whether it's an attorney, a CPA,a financial advisor, a
valuation advisor they're allout there insurance to help you
(37:44):
with that.
Well, what's the one thing thatyou would leave veterinarians
with today, peter, if they had aquestion about buying a
practice, selling a practice orany sort of legal advice?
What's the Peter Tonella goldentip of the day?
Speaker 1 (38:00):
I'll go back to see
if it's really simple.
Surround yourself with theright team.
I mean, I think you know youwant to make the transaction as
streamlined as possible and youhave the right team in place, I
think you'll be able to figureout any issues that come up.
I can't emphasize that enough.
It's so basic in terms ofclients that I've worked with,
because it's one of the firstthings I ask when I get retained
(38:22):
who's your accountant, who'syour lender, who's on your team?
So we want to be working withsomebody who understands what
the goals are.
Speaker 3 (38:31):
Absolutely Well.
That's a great piece of adviceFor our listeners out there if
they want to reach you or anymember of your veterinary
practice national group.
How do they get a hold of PeterTonella?
So?
Speaker 1 (38:40):
you can go to our
website, wwwmblawfirmcom.
All of our information is onthere.
Feel free to reach out.
I'd love to have theconversation, perfect.
Speaker 3 (38:52):
Well, thanks so much
for joining us, Peter.
Really appreciate your insightson this episode of the
Veterinary Blueprints Podcast.
Speaker 1 (38:58):
Bill, thanks for
having me.
It's great seeing you again.
Thank you.
Speaker 3 (39:02):
Awesome.
Well, as always, friends makesure to like, share and review
the podcast.
Get out there and be great foryour clients and help the animal
health care industry.
Thanks so much for listening tothis episode of veterinary
blueprints podcast.