In Part 1 of this series, I laid out why I am running an acquisition and a startup side-by-side, and why I think the build path and the buy path are two vehicles delivering the same operating model. This article goes inside the deal itself, end to end. Not the sanitized version. The version where the legal got messy, an unexpected hurdle showed up right after close, and the exhale still has not arrived.
If you are an early-career veterinarian who is even considering a buy, this is the article I would have wanted to read two years ago.
Two Years of Looking, Three LOIs Before This One
The hunt was a two-year arc with variable intensity. Some stretches I was actively searching. Other stretches I let off the pedal entirely. When Sugar Grove opened last August, I stopped actively hunting. What I learned is that even during the quiet stretches, staying visible to brokers means deals still come across your desk. Even when you are not in active hunt mode, it is valuable to see what is coming for sale.
I submitted three LOIs before this one was accepted. The first one I treated as my only option, and I was restrictive about it. After that deal did not pan out, I got more comfortable putting out multiple LOIs at the same time. I did not want to “put all of my eggs in one basket.” LOIs are important, but they are not legally binding documents that lock you into a sale, and treating them that way changed how I approached the search.
Four Months From Outreach to Close
From first outreach about this practice to closing was about four months. That included a couple of meetings with the seller, an accepted LOI on both the practice and the real estate, and the long stretch of legal work that followed. The process took longer than I expected, mostly because of the legal documentation. I will get to that.
This deal was done without a broker, through proprietary outreach. The seller’s books were clean and well-managed by an accountant. The documentation on the practice, from billing to building maintenance, was impeccable. The deal was set up to succeed before the lawyers ever touched it, and that mattered more than I appreciated at the time.
The 45-Day Window I Wish I Had Used Differently
My LOI built in a due diligence window of 45 days. At the time it felt generous. It crept up quickly.
What I did well was the financial deep-dive with my accountant and the conversations with the seller about her team and their roles. What I would do differently next time is spend real time on workflows, daily operations, schedule fill, and how the practice actually ran day-to-day. This was my first acquisition, and I was learning what diligence even looked like. I did not engage a formal outside diligence firm, and I can see now the value of doing exactly that.
The lesson I want any first-time buyer to hear is this. The financial diligence is the easy part. The operational diligence is what most first-time buyers underestimate, and it is where the surprises live.
What Nobody Warns You About
The work you forget is hard does not become apparent until after closing. Transferring licenses, vendors, and billing was an avalanche. I was lucky to have an employee help, and even then the list felt endless. If you are anywhere near closing, get your DEA and your controlled substance licensure in order well before close. Any delay there becomes a real problem after.
The legal process was longer than I anticipated. Even though the negotiated prices on the building and the practice never changed, the back and forth between lawyers over closing dates, employment agreements, and finite deal details took serious time. The closing date got pushed multiple times. In the end it only added about a month, but the stress builds toward each new closing date you put on the calendar.
Where the Two Clocks Framework Held (and Where It Got Messier)
In December, I wrote about the Two Clocks framework, the idea that the buyer’s timeline and the seller’s timeline have to align for a deal to actually happen. Now that I have lived the buyer side, I want to be honest about how the framework held up.
The clocks were not perfectly aligned, but they were close enough to get the deal done. The seller admitted she was not necessarily ready to sell, but she knew she had to have plans in place to make a sale more likely as a one-doctor practice. Selling a practice and then staying on as an employee for a couple of years is tough, and we are still working through that piece of the relationship.
In the end, we both got what we needed. I acquired a longstanding practice with real growth opportunity. She sold her practice and has her retirement plan in place. What I would add to the framework after living it is this. The clocks rarely line up perfectly. Close enough, with open communication, is often what it actually takes.
The Hurdle Every Acquirer Eventually Meets
Every acquisition story I have heard or read about has some hurdle that gets thrown into the mix right after close. I had told myself this one would not have one. I was wrong. Shortly after closing, our practice manager decided to move on.
To be clear, she did not leave because of the sale. She knew about it, we had talked about it before close, and she had valid reasons for a career change that I respect. But the news still hit.
When I heard it, my honest reaction was, “Oh, there it is. The hurdle that everyone talks about.”
She had been with this practice for 29 years. Twenty-nine years of institutional knowledge cannot be transferred in two weeks of overlap, no matter how organized everyone tries to be. The forced operational changes happened faster than I wanted, and my Sugar Grove team came in to help carry the weight. The build practice literally bailed out the buy practice.
The lesson is one I want every first-time buyer to hear plainly. There is such a thing as key man risk with someone who is not the doctor. I learned this the hard way.
What I Would Tell Another Vet Considering a Buy
It depends on whether you are going to be the face of the practice or whether you are buying it as part of a group.
If you are buying it to operate it, then absolutely, yes. This is a great opportunity to have revenue on day one. Even if the selling doctor is going to stay only for a short period, the opportunity is significant.
If you are buying as part of a group, make sure you have a leader doctor ready to step in on day one with a clear transition plan in place. That is non-negotiable.
Either way, do not just talk to the selling doctor. Have honest conversations with the key people on the team. Identify who the practice depends on beyond the doctor. Plan for what happens if that person leaves.
The Exhale Has Not Arrived Yet
We got the deal done. The transition is still high stress. We are putting operational changes in place. We are extending hours. We have not reached the steady flow state yet, and I have not fully exhaled. I do not think I will for some time.
In Part 3 of this series, when both practices have been running long enough to give an honest read, I will get into the real comparison between the build and the buy. What travels from one to the other. What does not. What each path is uniquely teaching me. That story is for next month.