Selling Your HVAC Business to Private Equity: What You Need to Know

Private equity firms have poured billions into the HVAC industry, creating unprecedented opportunities for business owners looking to exit. But PE deals are different from traditional sales, and understanding the landscape can help you maximize your outcome.

Why Private Equity Loves HVAC

PE firms are attracted to HVAC businesses for several reasons:

Recession-Resistant Demand

HVAC is essential infrastructure. Heating and cooling systems break down regardless of economic conditions, creating stable demand even during downturns.

Fragmented Market

The HVAC industry remains highly fragmented, with thousands of independent operators. This creates consolidation opportunities that PE firms can exploit through "buy and build" strategies.

Recurring Revenue Potential

Service agreements and maintenance contracts create predictable cash flows that PE firms value highly.

Skilled Labor Moat

The shortage of licensed HVAC technicians creates barriers to entry and protects established operators.

What PE Buyers Look For

Minimum Thresholds

Most PE firms have minimum requirements:

• Revenue: $3M+ (some platforms start at $1M)
• EBITDA: $500K+ (ideally $1M+)
• Geography: Strong presence in growing markets
• Team: Licensed technicians and management depth

Premium Characteristics

Businesses that command the highest multiples typically have:

• 25%+ revenue from service agreements
• Low customer concentration (no customer >10% of revenue)
• Modern technology stack
• Strong online presence and reviews
• Growth trajectory of 10%+ annually

Deal Structures: Beyond the Purchase Price

PE deals often include multiple components:

Cash at Close

The majority of the purchase price paid at closing. Typically 60-80% of total deal value.

Seller Note

A portion of the purchase price paid over time, often 10-20% of deal value. Usually 3-5 year term with interest.

Earnout

Additional payments tied to future performance. Can add 10-30% to total value if targets are met.

Rollover Equity

Many PE buyers want sellers to retain 10-30% ownership in the combined entity. This aligns interests and provides upside participation.

The Platform vs. Add-On Decision

PE firms typically acquire one "platform" company, then make smaller "add-on" acquisitions:

Platform Deals

• Higher multiples (7x-10x EBITDA)
• More operational involvement expected
• Larger businesses ($5M+ EBITDA)
• Often includes management role

Add-On Deals

• Lower multiples (4x-6x EBITDA)
• Faster integration
• Smaller businesses ($500K-$3M EBITDA)
• Less ongoing involvement required

Preparing for PE Due Diligence

PE firms conduct thorough due diligence. Prepare by:

Financial Preparation

• 3 years of audited or reviewed financials
• Monthly P&L and balance sheets
• Clear documentation of add-backs
• Customer revenue breakdown

Operational Documentation

• Employee roster with tenure and certifications
• Fleet inventory and condition
• Technology systems overview
• Service agreement portfolio

Legal Readiness

• Clean corporate records
• Resolved litigation
• Proper licensing and insurance
• Transferable contracts

Timeline Expectations

A typical PE sale process takes 6-12 months:

• Months 1-2: Preparation and marketing
• Months 3-4: Buyer meetings and LOIs
• Months 5-8: Due diligence
• Months 9-12: Negotiation and closing

Is PE Right for You?

PE can be an excellent exit path if you:

• Want to maximize financial value
• Are open to staying involved post-sale
• Have a business that meets minimum thresholds
• Can handle a rigorous due diligence process