Vet Practice Corporate Offer Calculator

Got an offer from Mars, NVA, MVP, Southern Vet Partners, or another consolidator? This calculator shows what you'll actually take home after tax, what you give up by leaving owner income behind, and whether the deal clears the bar against staying independent and selling later.

What the numbers don't show

The income haircut compounds

Most corporate employment contracts pay vets 27–33% of their collections as salary — materially below the 38–45% effective rate most productive practice owners clear. Over a 3-year required employment period, a $90K/yr compensation gap costs $270K before tax. The calculator captures this, but it doesn't model the autonomy loss: standardized drug formularies, mandatory EMR platforms, and weekly KPI reviews that many owner-vets cite as the biggest post-sale regret.

Equity rollover is a bet on the sponsor's exit

NVA, MVP, Southern Vet Partners, and most mid-size consolidators are PE-backed. Your rolled equity is worth face value only if the sponsor achieves a successful exit — IPO or secondary buyout — at or above the valuation used to price your rollover. PE exits in vet consolidation have been uneven. Several mid-size platforms fell short of expectations; Mars-backed practices have generally been more stable. If you're taking equity rollover, understand the fund vintage, remaining investment period, and current portfolio leverage before valuing it above 50 cents on the dollar.

Earnout is conditional

If your offer includes an earnout tied to year-2 or year-3 EBITDA, the corporate now controls your cost structure — staff ratios, lab partners, supply vendors. Hitting targets that were achievable under your management may be harder under their overhead model. Earnouts are frequently renegotiated or underpaid after integration.

Tax structuring can move proceeds by 5–10 points

Corporate buyers prefer asset sales (they get depreciation step-up). Practice sellers typically prefer stock sales (avoids ordinary income tax on equipment recapture, which can be taxed at 25–37% vs. 20% LTCG). For a practice with significant equipment value, the choice of transaction structure alone can swing your after-tax proceeds by $150–300K on a $3M deal. Installment sales can spread gain recognition across multiple tax years, potentially keeping you below thresholds that trigger higher LTCG rates or NIIT. These are negotiations worth having before you sign a letter of intent.

When selling to a corporate makes sense

• You're ready to de-risk a concentrated asset. A $3–5M single-practice position in an illiquid market is a large concentrated bet. Selling converts it to diversified investment assets.
• Your EBITDA growth has plateaued. If the practice is mature and growth is 2–3%/yr, the future sale won't improve much and the cash-today advantage grows.
• The equity rollover terms are genuinely attractive. If the consolidator is pre-IPO and you believe the exit trajectory, a meaningful rollover could outperform staying independent.
• You have geographic concentration risk. A new competing practice opened nearby, a key associate left, or local demographics are shifting. Today's offer may price a multiple the market won't sustain.

When staying independent usually wins

• Your EBITDA is growing 8–12%/yr. Each year of growth increases the purchase-price base more than the income you give up by not selling now.
• You're 5–8 years from a target retirement. Stay, pay yourself well, shelter $150K+/yr into a Solo 401(k) plus cash balance plan, and sell on your own timetable — typically the highest-NPV outcome.
• The offered multiple is below 9× for a strong practice. A private SBA-financed buyer may pay 7–9× all cash at close, no equity risk, no employment obligation.
• You'd be miserable as an employee. Autonomy has value. If the transition will reduce your productivity or lead to early contract exit, the earnout you're counting on may not materialize.