Host Max Beairsto interviews Peter Saad of Loopstra Nixon LLP about avoiding costly mistakes before closing a pharmacy acquisition. Saad emphasizes that early decisions—NDA disclosures, LOI terms, financing strategy, lease review, diligence, and transaction structure—often determine success more than the final purchase agreement. He warns against “re-trading,” encourages locking key variables in the LOI (e.g., normalized earnings), and highlights common blind spots such as leases, including option terms that affect loan amortization, exclusivity language, demolition clauses, condo declarations, triple-net expenses, and assignment provisions that let landlords terminate or demand fees. They compare share vs asset purchases, noting tax benefits for sellers, liability and depreciation issues for buyers, and misunderstood employee treatment under provincial ESA rules. Saad advises sellers to document value-driving relationships, clean up books, and strengthen lease terms, and urges buyers to use experienced industry advisors.

00:00 NDA And Deal Tension

00:29 Podcast Intro And Guest

01:50 Buyer Blind Spots Overview

03:03 Leasing Surprise Risks

04:04 LOI Strategy And Retrading

08:10 LOI Conditions And Expectations

12:20 Asset Vs Share Deals

17:16 Employee Agreement Pitfalls

18:52 Lease Diligence And Red Flags

25:50 Preparing To Sell In Advance

27:46 Due Diligence And Financial Cleanup

32:02 Final Advice And Wrap Up

Connect with Pharmacy Edge:

Website: PharmacyEdge.com

LinkedIn: @PharmacyEdge

Facebook: @PharmacyEdge

Connect with our Host:

LinkedIn: @MaxBeairsto

Connect with Peter Saad:

Website: Loopstra Nixon

LinkedIn: @PeterSaad