Structure your offer the right way — covering purchase price, earnouts tied to trainer retention, facility compliance, and the seller transition period that protects client relationships and day-one revenue.
A Letter of Intent (LOI) is the first binding signal of serious intent in any acquisition — and in the dog training and boarding industry, getting the terms right from the start is critical. These businesses carry unique risks that a generic LOI will miss entirely: owner-dependent client relationships, facility licensing requirements that vary by municipality, episodic revenue that is hard to verify without booking records, and a staff of certified trainers who can walk out the door the moment a sale is announced. A well-crafted LOI establishes your purchase price range and structure, defines the exclusivity window you need to complete due diligence on kennel compliance and financials, and sets expectations for the seller transition period — typically 6 to 12 months — that will determine whether clients and staff stay through the ownership change. For most buyers using SBA 7(a) financing, the LOI also signals deal structure to the lender early enough to avoid surprises at closing. This guide walks through every major section of the LOI with example language specific to dog training and boarding acquisitions, negotiation notes grounded in how these deals actually get done, and the most common mistakes that kill deals or cost buyers money after closing.
Find Dog Training & Boarding Businesses to AcquireParties and Business Description
Identifies the buyer entity, the seller, and the specific business being acquired — including the legal entity name, DBA, facility address, and a brief description of the service lines covered by the transaction.
Example Language
This Letter of Intent ('LOI') is entered into as of [Date] by and between [Buyer Legal Entity], a [State] [LLC/Corporation] ('Buyer'), and [Seller Full Legal Name] ('Seller'), the owner of [Business Legal Name], doing business as [DBA Name], a dog training, boarding, and daycare facility located at [Address], [City, State] ('the Business'). The Business currently operates training programs including group obedience, private sessions, and behavior modification, along with overnight boarding and daycare services generating approximately $[X] in annual revenue.
💡 Be specific about which service lines and assets are included. If the seller also operates a retail product line or a mobile training unit, clarify upfront whether those are in or out of scope. Ambiguity here causes disputes at closing. If real estate is owned by the seller, note in this section whether property acquisition is included or will be handled under a separate real estate purchase agreement or long-term lease.
Proposed Purchase Price and Valuation Basis
States the proposed purchase price, the valuation methodology used to arrive at it, and the SDE or EBITDA figure on which the multiple is based. Dog training and boarding businesses typically trade at 2.5x–4.5x SDE depending on revenue diversification, facility condition, and owner dependency.
Example Language
Buyer proposes to acquire substantially all assets of the Business for a total purchase price of $[X], representing approximately [X.X]x the Business's trailing twelve-month Seller's Discretionary Earnings of $[X] as presented in the recast financials provided to Buyer on [Date]. This valuation reflects the Business's diversified revenue across boarding, group training, and private sessions, its established online reputation, and the assumption that key training staff remain employed post-close. Buyer reserves the right to adjust this figure following completion of due diligence, particularly in light of facility compliance status, lease terms, and verification of recurring booking rates.
💡 Dog training and boarding businesses with heavy owner dependency or single-line revenue (boarding only, for example) should be priced toward the lower end of the 2.5x–3.5x range. Facilities with certified staff who hold independent client relationships, diversified service lines, and owned real estate can support 3.5x–4.5x or higher. Always reserve the right to adjust price post-diligence — kennel compliance issues or a month-to-month lease can materially change value. Make sure the SDE figure is clearly sourced from recast financials, not raw tax returns.
Deal Structure and Financing
Describes how the purchase price will be funded, including the breakdown between SBA loan proceeds, seller note, earnout, and any equity rollover. SBA 7(a) financing is commonly used in this industry and shapes how the deal must be structured.
Example Language
Buyer intends to finance the acquisition using an SBA 7(a) loan expected to cover approximately 80–90% of the purchase price, subject to lender approval and standard SBA eligibility requirements. Buyer requests that Seller provide a seller note equal to 10% of the purchase price, on standby for 24 months as required by SBA guidelines, at an interest rate of [X]% over a [X]-year term. In addition, Buyer proposes an earnout of up to $[X] payable over 12 months post-close, tied to the Business retaining at least [X]% of trailing twelve-month boarding and training revenue and maintaining a minimum of [X] active certified training staff members through the earnout period.
💡 SBA 7(a) deals require the seller note to be on full standby for at least 24 months from close, which sellers sometimes resist — address this early to avoid late-stage deal blowups. The earnout tied to client and staff retention is particularly important in dog training businesses where the seller's personal training relationships drive a meaningful share of revenue. Keep the earnout metrics simple and measurable — booking revenue and staff headcount are more verifiable than customer satisfaction scores or referral counts.
Asset vs. Entity Purchase
Specifies whether the buyer is acquiring the assets of the business or the equity of the legal entity, and lists the primary assets included in the transaction.
Example Language
This transaction is structured as an asset purchase. Buyer proposes to acquire all tangible and intangible assets of the Business, including but not limited to: all training and boarding equipment, kennels, crates, agility equipment, and facility furnishings; the Business's trade name, website, social media accounts, and phone numbers; all customer records including booking histories, training program notes, and contact information; all goodwill associated with the Business's local brand and online reputation; and all transferable vendor and supplier relationships. Excluded from this transaction are cash and cash equivalents, accounts receivable accrued prior to closing, and any personal assets of the Seller.
💡 Asset purchases are strongly preferred by buyers in this industry because they avoid inheriting unknown liabilities — particularly prior animal incident claims, zoning violations, or employment disputes. Sellers sometimes push for entity sales for tax reasons; be prepared to negotiate a price adjustment to compensate if you agree to an entity purchase. Make sure the customer database and booking history are explicitly listed as assets — this is the operational backbone of the business and occasionally gets overlooked in asset schedules.
Lease Assignment or Real Estate
Addresses the facility lease or real estate ownership, which is a critical deal variable in dog training and boarding acquisitions given zoning requirements and the cost of relocating a licensed kennel facility.
Example Language
Buyer's obligation to close is contingent upon one of the following conditions being met: (a) Seller obtains written consent from the landlord for assignment of the existing facility lease at [Address] to Buyer on terms acceptable to Buyer, with a minimum remaining term of [X] years including renewal options, or (b) Buyer negotiates a new lease directly with the landlord on terms mutually acceptable, with a minimum initial term of five years. If Seller owns the facility real estate, Buyer and Seller agree to negotiate in good faith the terms of either a real estate purchase or a long-term triple-net lease with a minimum initial term of ten years. Lease terms will be confirmed no later than [X] days prior to the scheduled closing date.
💡 This is one of the highest-risk contingencies in a dog training or boarding deal. A kennel facility cannot simply be relocated — local zoning approvals, kennel licensing, and neighbor relations are site-specific. If the lease is month-to-month or expires within two years, the buyer faces real operational and financial exposure. Push hard for a minimum five-year term with renewal options. If the seller owns the real estate and will not sell it, negotiate a long-term NNN lease with a purchase option — buyers who control the facility control the business.
Due Diligence Period and Access
Defines the length of the due diligence period, what information the seller must provide, and the buyer's access to the facility, staff, and records during that period.
Example Language
Following execution of this LOI, Buyer shall have [45–60] days to complete due diligence ('Due Diligence Period'). During this period, Seller agrees to provide Buyer with access to: three years of profit and loss statements, tax returns, and recast financials; all kennel licenses, animal care permits, and zoning approvals currently in effect; facility inspection reports and any prior compliance violations or remediation records; all staff employment agreements, certifications (including CPDT-KA, AKC Evaluator, or equivalent), and compensation records; customer booking records and retention metrics for the trailing 24 months; all outstanding or threatened claims related to animal incidents, employee disputes, or regulatory actions. Buyer shall treat all information received as confidential and return or destroy it if the transaction does not proceed to closing.
💡 For dog training and boarding businesses specifically, insist on reviewing kennel licenses and municipal compliance records early in diligence — these are frequently the deal-killer that surfaces late. Ask for facility inspection reports going back at least three years. Also request copies of all animal incident waivers and evidence of the Business's general liability and commercial property insurance coverage, including any claims history. Staff certification records matter because a facility that markets CPDT-certified training but cannot produce credentials is a misrepresentation risk.
Exclusivity
Grants the buyer an exclusive negotiating period during which the seller agrees not to solicit or entertain offers from other parties.
Example Language
In consideration of Buyer's commitment of time and resources to the due diligence process, Seller agrees not to solicit, negotiate, or accept any offer for the purchase of the Business from any third party for a period of [60] days following the date of this LOI ('Exclusivity Period'). Seller agrees to promptly notify Buyer of any unsolicited offers received during the Exclusivity Period and to decline to engage with such parties until the Exclusivity Period has expired or this LOI has been mutually terminated.
💡 Sixty days is a reasonable exclusivity window for a dog training or boarding acquisition with SBA financing involved, given that SBA lender processing can consume three to four weeks of that window. If you are using conventional financing or paying cash, 45 days may be sufficient. Sellers will occasionally push back on exclusivity length — be prepared to tie an extension option to specific diligence milestones rather than simply extending the clock.
Seller Transition and Training Period
Establishes the seller's obligation to remain available post-close to transition client relationships, introduce the buyer to key staff, and support operational continuity — a particularly critical provision in owner-dependent training businesses.
Example Language
Seller agrees to remain available to Buyer on a full-time basis for [60] days following the closing date and on a part-time consulting basis for an additional [4] months thereafter, for a total transition period of [6] months. During the transition period, Seller shall: introduce Buyer to all active boarding and training clients in a manner calculated to preserve client relationships; work alongside Buyer in daily facility operations to ensure continuity of care standards and animal handling protocols; assist in the retention of certified training staff by communicating support for the transition; and refrain from soliciting any clients, staff, or referral sources of the Business. Buyer and Seller shall negotiate reasonable compensation for the consulting phase of the transition period, if applicable.
💡 Do not underestimate this section. In a dog training business where the owner IS the head trainer, a 30-day transition is almost never enough. Push for a minimum six-month commitment with the first two months being full-time and structured around joint client-facing activities — co-training sessions, co-facilitated group classes, and personal introductions to high-value boarding clients. Sellers who resist this provision are often signaling that the business is more owner-dependent than the financials reflect, which is itself a red flag worth investigating.
Non-Compete and Non-Solicitation
Prevents the seller from opening a competing business or soliciting clients and staff after the sale closes, protecting the goodwill being transferred.
Example Language
As a condition of closing, Seller agrees to execute a non-compete agreement prohibiting Seller from directly or indirectly owning, operating, or providing services to any dog training, boarding, daycare, or pet care business within a [15]-mile radius of [Facility Address] for a period of [3] years following the closing date. Seller further agrees not to solicit any client, referral partner, or employee of the Business for the same [3]-year period. These restrictions are intended to protect the goodwill and client relationships being purchased by Buyer and shall be a material condition of closing.
💡 A 3-year, 15-mile non-compete is standard and defensible for a locally-based pet services business. Dog training clients are highly loyal and will follow a trusted trainer if given the opportunity — the non-compete is not just a formality here, it is a material asset protection mechanism. If the seller is a well-known trainer with a regional reputation, consider extending the radius or adding a social media non-solicitation clause that prevents them from marketing to former clients through Instagram, Facebook groups, or YouTube channels they continue to operate.
Conditions to Closing
Lists the specific conditions that must be satisfied before the buyer is obligated to close the transaction, including financing, diligence, licensing, and regulatory approvals.
Example Language
Buyer's obligation to consummate this transaction is expressly conditioned upon the following: (a) Buyer obtaining SBA 7(a) financing on terms acceptable to Buyer in its reasonable discretion; (b) completion of due diligence with results satisfactory to Buyer, including facility inspection, financial verification, and review of all licensing and compliance records; (c) confirmation that all kennel licenses, animal welfare permits, and zoning approvals required to operate the Business are current, transferable, and in good standing; (d) execution of a lease assignment or new lease agreement acceptable to Buyer; (e) key training staff members agreeing in writing to remain employed by the Business for a minimum of [6] months following closing; (f) no material adverse change in the Business's operations, revenue, or regulatory status between the date of this LOI and closing.
💡 The staff retention condition is specific to this industry and worth fighting for. If the lead certified trainer leaves before closing, you may be acquiring a facility with compliance certificates but no ability to deliver the training revenue that justified the purchase price. Tie the condition to named individuals if possible — particularly any CPDT-KA or similarly credentialed staff member who holds active client training relationships. The material adverse change clause should specifically reference animal incidents — a serious dog injury or fatality on premises between LOI and closing is a legitimate reason to walk away.
Earnout Tied to Trainer Retention and Booking Revenue
Unlike subscription-based businesses, dog training and boarding revenue is episodic — clients book boarding when they travel and training when they have a behavioral need. Structure any earnout around verifiable trailing booking revenue and the continued employment of certified training staff rather than subjective metrics like client satisfaction. A 12-month earnout equal to 10–15% of purchase price, contingent on retaining 85% of trailing revenue and keeping named certified trainers on staff, is a reasonable and enforceable structure.
Seller Note Standby Period and SBA Compliance
SBA 7(a) rules require seller notes to be on full standby — no principal or interest payments — for at least 24 months post-close. Many dog training business sellers are unfamiliar with this requirement and experience it as a surprise late in the deal. Raise it explicitly in the LOI so the seller has time to consult their advisor and accept it as a deal condition, not a last-minute change. Failure to address this early is one of the most common reasons SBA-financed pet services deals fall apart at closing.
Lease Term and Renewal Options
A kennel facility's value is inseparable from its physical location — local zoning approvals, noise variance approvals, and community goodwill are all site-specific and cannot be easily transferred to a new address. Negotiate a minimum five-year lease term with at least one five-year renewal option before signing the LOI. If the seller owns the real estate, negotiate a purchase option at a fixed or formula price — controlling the real estate is the single most powerful strategic advantage a buyer can establish at LOI stage.
Facility Compliance Remediation Responsibility
Kennel licensing standards, ventilation requirements, and animal welfare facility codes vary by municipality and are enforced inconsistently. Diligence frequently surfaces minor to moderate compliance deficiencies — aging HVAC systems, run dimensions that no longer meet current code, or drainage systems that need upgrading. Establish in the LOI who is responsible for remediating known deficiencies discovered during due diligence. Buyers should push for a seller credit or price reduction for any compliance remediation costs exceeding a defined threshold, such as $10,000.
Non-Compete Geographic Scope and Social Media Carve-Out
Dog trainers with strong personal brands — YouTube channels, Instagram followings, or local workshop reputations — can effectively solicit former clients through social media even without opening a competing physical facility. If the seller has a meaningful online presence tied to their personal identity as a trainer, negotiate explicit non-solicitation language that covers social media platforms, email newsletters, and online training programs, in addition to the standard geographic non-compete. This is increasingly important as online dog training content has become a legitimate business model that could compete directly with a buyer's local operation.
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Plan for 45 to 60 days at minimum. Dog training and boarding businesses require diligence on multiple tracks simultaneously: financial verification of episodic booking revenue, facility inspection for kennel licensing and animal welfare compliance, staff certification review, lease assignment confirmation, and a zoning check with the local municipality. SBA lender processing can consume two to three weeks of this window in parallel. If the facility owns real estate or has a complex multi-service revenue mix, request 60 days. Sellers will occasionally push for a shorter period — resist this if the compliance and lease tracks are not yet resolved.
Asset purchase in nearly every case. Dog training and boarding businesses carry latent liabilities that are difficult to quantify — prior animal incidents that were not formally claimed, zoning violations that were never enforced, or employment disputes that were settled informally. An asset purchase lets you acquire the facility, equipment, client records, goodwill, and trade name while leaving those historical liabilities with the seller's entity. Sellers sometimes push for entity sales for tax efficiency reasons; if you agree, negotiate a meaningful price premium and require robust seller representations and indemnification provisions, and purchase a representation and warranty insurance policy if deal size supports it.
A 12-month earnout equal to 10–15% of purchase price, measured against two metrics: trailing booking revenue retention (target 85% of pre-close trailing twelve months) and retention of named certified training staff. Keep it simple and verifiable — revenue can be pulled from booking software like Gingr or PetExec, and staff retention is a binary fact. Avoid earnouts tied to net profit because sellers lose control over expenses post-close and will reasonably resist being held accountable for profitability they cannot manage. Also tie any earnout payment schedule to quarterly milestones rather than a single lump sum at month twelve.
This is the single most important risk factor in the industry and it needs to be addressed at LOI stage, not during diligence. First, negotiate a meaningful seller transition period — at minimum six months with the first two months full-time — and structure it around joint client-facing activity, not just knowledge transfer meetings. Second, tie a portion of the purchase price to a retention earnout so the seller is financially motivated to help clients transfer their loyalty to the new owner. Third, use the due diligence period to identify whether any existing staff members are capable of stepping into a lead trainer role, and make key staff retention a closing condition. If no such person exists, factor the cost of recruiting and onboarding a certified replacement trainer into your financial model before finalizing your offer price.
Target businesses with a minimum 4.5-star average across at least 100 reviews on Google, with consistent review volume over the past 24 months indicating ongoing operational activity rather than a historical burst. Pay particular attention to how the business responds to negative reviews — a thoughtful, professional response to a complaint about a dog injury or a billing dispute signals operational maturity. Be cautious of businesses with review gaps — six months or more with no new reviews — which can indicate a decline in active bookings. Also search for the owner's or head trainer's name specifically, since in owner-dependent businesses many reviews will reference them by name, giving you a direct measure of how client loyalty is distributed between the brand and the individual.
Yes, and it is the most common financing structure for acquisitions in this industry. Dog training and boarding businesses are eligible for SBA 7(a) financing as operating businesses with identifiable cash flow, and most buyers use SBA to cover 80–90% of the purchase price with a seller note providing the remaining 10%. The SBA will require the seller note to be on full standby — no payments of principal or interest — for at least 24 months post-close. SBA lenders will also require a business valuation, three years of tax returns, and evidence of adequate insurance and licensing for the facility. Some lenders with SBA preferred lender status specialize in pet services and hospitality acquisitions and will move faster than a general community bank. Identify your lender before submitting the LOI so you can represent financing readiness credibly to the seller.
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