- Compare the offer with an independent preliminary valuation and interest from other qualified buyers before treating one buyer’s price as the market.
- Calculate cash at closing separately from the headline price. Rollover equity, escrow, and earnouts may pay later or not at all.
- Check how each buyer treats unused daycare packages, facility leases, licenses, and customer records. The offer should say who handles each obligation and whether it must be resolved before closing.
- Ask what the buyer expects from your managers and from you after the sale. A higher offer may require commitments you do not want to make.
Why one approach is not the market
A single acquisition approach tells you what one buyer may be willing to offer, not what your dog daycare or boarding business would draw from other qualified buyers. Before treating the number as a market price, compare it with an independent preliminary valuation and carefully test interest from buyers who can fund a transaction. The dog daycare valuation guide provides background on valuation. A preliminary estimate still needs to account for your facilities, earnings, leases, and management team.
Ask each buyer whether it plans to keep your locations’ names after closing. In its 2025 announcement about 17 resorts, Digs Dog Care said some would keep their local names and others would adopt the Digs name. A planned name change also belongs in any discussion of customer continuity and client-retention targets.
Keep any outreach confidential and compare written terms before granting one buyer exclusivity. Price alone will not tell you how much cash you receive at closing or which conditions could prevent the sale. Salt Creek’s general guide to unsolicited offers covers the broader offer-review process.
Reading the offer: enterprise value, equity value, and cash at closing
Enterprise value is the proposed value of your daycare or boarding operation before adjustments for items such as debt and cash. Equity value is the amount attributable to owners after adjustments for debt, cash, and other agreed items. Working capital is the short-term operating assets minus short-term operating obligations transferred with the business. Ask the buyer to show its equity-value calculation and the working capital amount it expects at closing. If the amount delivered is below that target, the purchase agreement may reduce the price.
You may receive less cash at closing than the stated equity value. A buyer may hold part of the payment in escrow to cover specified claims. You may receive rollover equity, an ownership stake in the buyer or a related entity instead of cash for part of your sale proceeds. An earnout adds a possible later payment if the business meets agreed targets. Ask for a written breakdown that separates each amount and states what must happen before you receive it. Salt Creek’s deal-structure guide explains these terms in more detail.
Treat facility property separately from the operating business. If you own a building, ask whether the offer includes a property purchase or assumes a lease after closing. Compare operating-business prices using a consistent rent assumption, particularly if you currently charge your business below-market rent.
A hypothetical side-by-side offer comparison
Consider a hypothetical multi-location pet-care business that leases its facilities. The offers below exclude real estate and assume neither buyer receives additional business cash at closing. The figures illustrate how deal structure changes proceeds. They are not typical pet-care terms or a Salt Creek transaction.
| Offer component | PE-backed platform | Strategic operator |
|---|---|---|
| Base enterprise value | $7.0M | $7.6M |
| Potential earnout | Up to $1.0M | None |
| Base enterprise value plus potential earnout | Up to $8.0M | $7.6M |
| Debt repayment | ($0.8M) | ($0.8M) |
| Working capital shortfall | ($0.2M) | ($0.2M) |
| Base equity value after adjustments | $6.0M | $6.6M |
| Base equity taken as rollover | ($1.5M) | None |
| Cash held in escrow | ($0.3M) | ($0.3M) |
| Estimated cash at closing | $4.2M | $6.3M |
| Maximum potential consideration, including rollover at its stated value | Up to $7.0M | $6.6M |
The platform’s $7.0 million base enterprise value is lower than the strategic operator’s $7.6 million. Adding the full potential earnout raises the platform’s figure to $8.0 million, but that payment is conditional. Yet the platform would pay $2.1 million less cash at closing under these assumptions, before transaction costs and taxes. The platform’s maximum potential consideration of $7.0 million counts the $4.2 million closing payment, $0.3 million in escrow, $1.5 million of rollover equity at its stated value, and an earnout of up to $1.0 million. The escrow and earnout may not be paid in full, and the rollover stake’s future value could differ from $1.5 million.
The escrow payment depends on its agreed release terms. You cannot count on selling rollover equity for its stated value, and you receive the earnout only if the business meets its agreed targets. Before comparing actual offers, confirm that both buyers include the same locations and use comparable rent assumptions, and ask who retains the business’s cash.
Prepaid packages, memberships, and client retention conditions
Show unused visits and membership credits separately when comparing offers so you can see whether each buyer deducts those obligations from the price. A buyer may have to provide daycare or boarding after you have collected the payment, so ask for a client-level record of unused visits, remaining balances, expiration dates, and refund terms. Time To Pet’s package records can track remaining services and optional expiration dates. ProPet’s guidance warns that changing passes in previously purchased packages can create balance inconsistencies, while Gingr’s membership records track payments and credit usage. Those records help you check what customers are owed. They do not establish how a buyer must treat the balance in a sale.
Get the treatment in writing before you compare offers. Ask whether unused visits, membership credits, deposits, and possible refunds reduce the purchase price, appear in working capital, or count as another liability. Make sure the buyer does not deduct the same customer balance both through the working capital adjustment and as a separate liability.
If the offer includes an earnout, you receive that payment only if the agreed conditions are met after closing. Ask whether the buyer will measure client retention, revenue at each location, or earnings before interest, taxes, depreciation, and amortization (EBITDA). If the target uses adjusted EBITDA, ask which costs or income the agreement will add back or exclude. The written terms should explain how rebranding, new pricing or package rules, and bookings moved between locations affect the test. You need to know which decisions the buyer controls before you count an earnout as part of your expected proceeds.
Facility leases, owned real estate, and licensing timing
Review each facility separately before treating an offer as ready to close. A leased site may require landlord consent to an assignment or change of control, even if the buyer plans to keep operating under the same name. Check the lease for consent requirements, deadlines, and any personal guarantee you would need released. For property you own separately, ask whether the buyer proposes to purchase it or lease it from you. A price for the operating business does not necessarily include the real estate.
Licensing can affect when a buyer may take over a location. Iowa’s animal welfare guidance says a new owner of a licensed dog daycare or boarding kennel must apply for a new license and complete a compliant inspection before operating. Under North Carolina’s Animal Welfare Act, a boarding-kennel license cannot transfer to a new owner. Ask counsel to confirm the applicable application and operating requirements rather than treating a post-sale deadline as permission to operate without a license. Those are state-specific rules, not a national timetable. Ask transaction counsel to check every site’s state and local requirements before you agree to a closing date.
A buyer may also need usable facility records on day one. For example, Illinois kennel rules require licensed operators to retain boarding or training records for 12 months, including specified vaccination documentation. Review how you will deliver those records, required permissions, and documentation of open incidents or claims without interrupting care. Illinois’s rule is a boarding and training example, not a blanket requirement for every daycare.
Customer and pet records, staff continuity, and owner transition duties
Give a buyer enough information to assess your customer base without handing over identifiable client and pet records too early. Before closing, agree on who will transfer vaccination records, medication instructions, and customer contact details, and how the new operator will keep those records available for care. Your counsel should review customer agreements, notices, and applicable state privacy law before the buyer receives personal information.
Put staff and owner commitments in writing before you compare offers. Ask which managers the buyer wants to retain, who will communicate with employees and clients, and whether closing depends on anyone staying. Define your own duties after closing, including the hours, duration, and authority the buyer expects. When Destination Pet acquired Pet Palace, the buyer announced that founder Brian Hudock would continue as a strategic advisor. That disclosed arrangement shows one possible transition role, not a standard requirement for your sale.
Confidentiality, buyer financing, and the conditions that put closing at risk
Ask the buyer to identify its funding sources and any approvals still needed. Request evidence of financing and a list of outstanding lender, investor, or internal committee decisions. Compare the buyer’s financing plan and outstanding approvals with its proposed closing date.
Before granting exclusivity, ask what conditions the buyer can still raise and how long you would be unable to speak with other buyers. For each facility, identify any landlord consent needed to transfer a lease or complete a change of control. Ask who will seek any required licensing approval, when they will apply, and whether approval must arrive before closing.
Protect client records, staff information, and the fact of the approach while you test those answers. Share sensitive material only with people who need it under an appropriate confidentiality agreement. Limited disclosure helps protect employee and customer relationships if the sale does not close.
How to respond to the offer
- Get an independent preliminary valuation before accepting the buyer’s price as a fair benchmark. Gather recent financial statements, location-level results, unused package balances, and facility lease terms so the estimate reflects the business the buyer would acquire. Our dog daycare sale-preparation guide explains how to organize those records.
- Test interest from other qualified buyers without naming your business at the outset. An advisor can approach selected buyers without naming your business until they agree to confidentiality. Salt Creek Advisory’s pet-care advisory page explains its work with pet-care owners. If you are choosing an advisor, the pet-care advisor comparison offers another way to assess your options.
- Ask the buyer to put its terms in writing before you grant exclusivity. Request the expected cash at closing, any rollover equity or earnout, owner transition duties, financing plans, and approvals needed for each facility. Compare those terms with your valuation and any other credible interest before deciding whether to negotiate, seek alternatives, or wait.
Jack and Connor Pitts are directly involved in Salt Creek Advisory’s work with owners. Our standard M&A engagements have no upfront retainer.
FAQs
Does a higher enterprise value mean a better offer? No. A higher enterprise value can still leave you with less cash at closing or more conditions on later payments. Check whether the offers cover the same facilities and real estate, then compare cash at closing, future payments, and the conditions attached to each.
Do I need to tell staff or my landlord about the approach now? An initial approach does not, by itself, tell you when disclosure is required. Have your attorney check each lease for notice or consent requirements before contacting a landlord. Plan any staff communication around what employees need to know and when.
Can a buyer use my existing kennel license after closing? Do not assume the license transfers. Ask transaction counsel to confirm what each location’s state and local authorities require, and whether a new license or inspection affects the closing date.
Talk to Salt Creek before you decide
If you have received an offer for your dog daycare, boarding, or pet-care business, talk confidentially with Salt Creek Advisory. Jack and Connor Pitts can discuss the price, deal terms, and your goals for staff and customers without assuming a sale is the right decision.