M&A & Diligence Support for HVAC Companies
When a PE-backed platform makes an offer on your HVAC company, the fun part lasts about a week. Then a team of accountants and lawyers arrives with a request list longer than your service history, and someone has to answer all of it without tanking the deal. That someone should not be you at 11pm.
What diligence actually feels like
A live deal turns into a documentation marathon. The buyer's team sends diligence request lists — financials, contracts, tax returns, payroll, customer data — and expects fast, organized, consistent answers. Every delay makes you look disorganized, and every inconsistency between two documents becomes a question that chips at the price.
You still have a company to run. The bays are full, the phones are ringing, and now you're also being asked to reconcile three years of financials against your tax returns on a buyer's timeline. Deals stall or die here more often than people admit — not because the business was bad, but because the process overwhelmed an owner who was already working full-time.
M&A support is the finance seat at the table: someone who runs the data room, answers the buyer's questions in their language, and keeps the deal moving while you keep the business running.
The HVAC deal-killers hiding in plain sight
For an HVAC company, a buyer's sharpest questions cluster in a few places. Are the maintenance agreements actually transferable, or do they quietly terminate on a change of ownership? How concentrated is revenue in a few big commercial accounts, and will those accounts stay after you leave? Will the technicians — the people who actually deliver the service — stick around for the new owner?
Then there are the schedules a buyer expects and owners rarely have ready: outstanding warranty obligations, contract assignment consents, and a clean split of recurring versus one-time revenue that ties to the financials. Missing or messy, these become leverage. Prepared and organized, they become proof the business is exactly what you said it was.
We surface these before the buyer does, build the schedules, and have the answers documented — so a hard question becomes a confident reply instead of a renegotiation.
How Kaizen runs it
We build and manage the data room, respond to diligence requests, defend your adjusted EBITDA and add-backs under questioning, model the working-capital peg and any purchase-price adjustments, and coordinate with your M&A attorney and banker so the finance workstream never becomes the bottleneck. You get a single point of contact for every number the buyer asks about.
We're named after continuous improvement, which mostly means we're annoyingly organized — a trait that happens to be worth real money when a buyer is grading you on exactly that.
What's included
- Data room built and managed: financials, contracts, tax, payroll, customer schedules
- Diligence request list tracked and answered on the buyer's timeline
- Adjusted EBITDA and add-backs defended under buyer and QoE-firm questioning
- Recurring maintenance-agreement revenue reconciled to the financials
- Contract-assignment and consent schedule for maintenance agreements
- Working-capital peg modeled and the closing true-up negotiated
- Purchase-price adjustment and net-working-capital mechanics reviewed
- Coordination with your M&A attorney and investment banker through close
Pricing
Straight answers
Do you represent me, or does my banker do this?
Your banker runs the sale process and finds the buyer; your attorney handles the legal documents. We own the finance workstream in between — the data room, the diligence responses, the EBITDA defense, the working-capital negotiation. On most deals those roles complement each other rather than overlap.
Can you help me if I'm the one buying an HVAC company?
Yes. Buy-side, we run diligence on the target — verify the maintenance-agreement base is real and transferable, test the add-backs the seller is claiming, and flag the risks before you commit. Same skills, other side of the table.
When should I bring you in?
Ideally before you sign a letter of intent, so the data room and the numbers are ready when diligence starts. Bringing us in mid-diligence works too, but it's a scramble — and buyers can smell a scramble.
I already have a strong controller. Do I still need this?
Maybe not. If your team has run a sale before and has the bandwidth to handle a full diligence process on top of their day jobs, you may be covered. If they haven't, or they're already at capacity, that's exactly the gap we fill — and pretending otherwise mid-deal is expensive.
Related
Free 20-minute books assessment
We'll show you the five things we'd fix first in your books — useful whether you hire us, hire someone, or do neither.
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