HVAC Roll-Up. Three Locations. $8.4M Enterprise Value. Closed In 90 Days.

The Deal At A Glance

Three HVAC shops, one signed close, and a lender window that most brokers said was impossible for a multi-location roll-up. This is the full walkthrough of how the deal came together, what the capital stack actually looked like, and the diligence pattern we ran to keep the lender moving.

Why HVAC, Why This Seller

HVAC is one of the cleanest verticals in home services M&A right now. Recurring maintenance contracts, essential-service demand, and technician labor that trades at a real premium to unskilled trades. The buyer we were quarterbacking had already run one HVAC business and wanted a platform with immediate scale — not a starter shop.

The seller was in his late sixties. Twenty-two years running the flagship location, two bolt-ons acquired in the last decade. He was ready to retire but refused to sell to a private equity roll-up that would gut the crews. That preference is what opened the door. Off-market. Never listed with a broker. Sourced through our operator network on a warm introduction.

"The seller did not want the highest bid. He wanted the buyer who would still be there when his lead tech's kids graduated. That framing changed everything about how we structured the offer."

The Sourcing Path

AIME, our AI outreach layer, had already tagged the seller eleven months earlier as a succession candidate based on owner age, business tenure, and social signal. When our operator inside the local trade association mentioned him by name, the file was already built. That is the difference between cold outreach and warm intelligence.

• ◆First conversation to signed NDA — 9 days.
• ◆NDA to IOI — 21 days, driven by a phased financials release the seller controlled.
• ◆IOI to signed LOI — 14 days, three rounds of redline focused on the earn-back and the ops manager retention.
• ◆LOI to funded close — 90 days flat.

The Capital Stack, Line By Line

Seventy-five percent SBA 7(a). Fifteen percent seller note, five-year term, full standby on year one, blended eight percent. Ten percent buyer equity. The seller note language was drafted against the current SBA SOP so the note counted toward equity injection — critical, because it kept the buyer's cash requirement inside underwriting appetite.

The earn-back on year three was tied to retention of the top two commercial service contracts. That is what got the seller comfortable and got the lender comfortable in the same instrument. It also gave the buyer a natural retention lever with the sales team — no one loses their commercial book if the earn-back is real.

Underwriting The Roll-Up

Most SBA lenders will not touch a multi-location deal on the first look. The narrative we built for credit committee did three things: it consolidated three years of by-location financials into one clean pro forma, it stress-tested the top ten customer concentration against a twenty percent loss scenario, and it walked the underwriter through the buyer's ninety-day integration plan before they asked for it.

Credit committee turned the file in nineteen days. That is not normal. It happened because the file did not have open questions.

The Diligence Package

• ◆Three years of tax returns tied to QuickBooks by location.
• ◆Fleet titles, service agreements, and DOT compliance pulled per truck.
• ◆Technician certifications, EPA 608 renewals, and non-competes documented per employee.
• ◆Backlog scheduled by month for the trailing twelve, split residential vs commercial.
• ◆Warranty exposure walked contract by contract, with reserve calculation.
• ◆Environmental screen on all three properties, Phase I clear on two, remediation letter on one.
• ◆Workers comp mod rate history for five years, benchmarked against state average.

Every N/A on the diligence list was documented, not skipped. That is the difference between a lender that funds and a lender that keeps asking. The underwriter's follow-up round was five items. On a deal this size, five is a rounding error.

Day 1 Choreography

Wire cleared before lunch. New entity on the bank accounts before end of business. Every dispatch board, every fleet fuel card, every SaaS login re-authed with two-factor and recovery. Payroll ran on Friday under the new entity without a missed check. Crews met the new owner at the shop the next morning with checks in hand and no missed service calls.

• ◆Master vendor list re-pointed — 47 vendors, 3 flagged for renegotiation.
• ◆Commercial insurance and workers comp bound to the new entity, effective closing day.
• ◆Fleet insurance transferred, 22 vehicles, no lapse.
• ◆State contractor licenses transferred where possible, re-applied where not.
• ◆Customer notification letters — mailed to top 100 commercial accounts within 48 hours.

What Prime Acquisitions Group Actually Ran

Sourcing. Structure. Underwriter narrative. Diligence coordination. Legal drafting support. Day 1 choreography. Post-close 90-day integration board. The lawyer signed the docs. The CPA signed the tax opinions. Everything underneath came out of the deal — the drafts, the tie-outs, the reconciliations, the underwriter narratives, the Day 1 transfer log. That is where the twenty-thousand-dollar bill on a typical deal actually lives.

"Same close. Same signatures. Same professionals sign the final docs. The billable hours underneath them came out."