Acquisition Strategy for a Specialized Industrial HVAC-R Services Company Using SBA 7(a), Recurring Service Contracts, and Technician Licensing Advantage

Specialized Industrial HVAC-R Services Company

June 24, 20255 min read

This article explores a full acquisition framework for a commercial and industrial HVAC-R (heating, ventilation, air conditioning, and refrigeration) services company that focuses on mission-critical facilities data centers, food processing plants, large office complexes, schools, and retail cold storage facilities. The company specializes in design-build services, preventative maintenance contracts, emergency repairs, and energy efficiency upgrades. It employs state-licensed HVAC-R technicians and operates from a 10,000 sq ft facility serving a tri-county area with additional service agreements in nearby industrial parks.

The company generates $6.8 million in annual revenue with $1.38 million in adjusted EBITDA. Roughly 69% of the company’s revenue is tied to ongoing maintenance agreements, with the remaining balance coming from equipment replacements, system design, tenant improvements, and urgent repair work. Its clients rely on guaranteed response times, licensing for high-tonnage systems, and cold chain compliance documentation that smaller HVAC operators can’t deliver.

This is an ideal SBA 7(a) target: the company has a robust margin profile, durable client contracts, skilled labor that can be retained, and a regulatory moat via licensing and commercial bonding. A buyer can grow this into a $20M+ business through technician recruitment, regional expansion, bundled building automation offerings, and accretive tuck-in acquisitions of smaller service firms.


Proposed SBA 7(a) Deal Structure

Given its profitability and existing contract base, this company supports a traditional SBA 7(a) acquisition model:

  • Purchase Price: $5.52 million (4.0x EBITDA)

  • SBA Loan: $4.14 million (75%)

  • Buyer Equity Injection: $552,000 (10%)

  • Seller Financing (Subordinated): $828,000 (15%) amortized over 6 years with 12-month interest-only period

Key protections and incentives:

  1. 20% clawback provision on the seller note if over 15% of recurring clients cancel within the first 6 months

  2. Seller earns $100K bonus if buyer adds $1M in net new recurring maintenance revenue in the first 18 months

  3. Seller to remain as technical director and license holder (where applicable) for up to 12 months post-close


Customer Segmentation and Revenue Mix

Customer profile:

  • Industrial facilities (food processors, manufacturing plants): 28%

  • Data centers and tech firms: 18%

  • Office campuses and business parks: 16%

  • Retail and grocery chains: 14%

  • School districts and universities: 12%

  • Hospitality and entertainment venues: 8%

  • Municipal accounts and government buildings: 4%

Revenue streams:

  • Recurring maintenance contracts (quarterly/monthly): $4.69M

  • Equipment replacement and installation (RTUs, chillers, freezers): $960K

  • Emergency service and urgent repair: $550K

  • Energy audits and system rebalancing: $410K

  • Controls and building automation systems (BAS): $180K

Clients sign 2–5 year contracts with built-in SLAs, seasonal PM schedules, and emergency response windows of 2–8 hours. Most also receive annual efficiency audits and control reprogramming support.

The company maintains 71 active contracts. Top 20 clients account for 59% of revenue. The largest client represents just 7.2% of overall income.


Technician Workforce and Service Infrastructure

Staffing:

  • 8 licensed HVAC-R technicians (EPA-certified, NATE, OSHA 30)

  • 2 refrigeration specialists

  • 2 controls technicians (BAS integration experts)

  • 3 apprentices (internal training path)

  • 2 project managers

  • 1 service dispatcher

  • 1 head estimator

All technicians are trained to service high-tonnage rooftop units (RTUs), walk-in freezers, chillers, and energy management systems. Apprentices rotate through refrigeration, commercial HVAC, and controls during their training period. Many have factory training certifications (Trane, Carrier, Lennox, Daikin).

Post-close retention plan:

  1. Year-one retention bonus pool: $85K allocated by tenure and certification level

  2. Structured pay progression tied to certifications and project leadership

  3. Licensing reimbursement and paid continuing education for upskilling


Fleet, Tools, and Facility

Fleet:

  • 9 fully equipped service vans (2018–2022 models)

  • 1 flatbed equipment transport truck

  • 2 estimator/project manager SUVs

  • FMV: ~$650K (owned and well-maintained)

Facility:

  • 10,000 sq ft headquarters with:

    • Dispatch and controls room

    • Inventory storage (compressors, valves, fittings, BAS panels)

    • Training mezzanine with mockup RTU and chiller system

    • Offices for engineering and customer service

CapEx outlook:

  • Replace 2 vans over 24 months: $80K

  • Upgrade CRM and digital invoicing system: $12K

  • Add refrigerant tracking and EPA logging system: $8K

  • Optional: Install test bench for apprentice training program: $25K


Sales and Marketing Operations

Sales acquisition channels:

  • Long-standing RFP relationships with local school districts and commercial REITs

  • Referrals from property managers and general contractors

  • SEO optimization for “emergency HVAC” and “data center cooling + [city]”

  • Occasional bid board submissions for municipal work

  • No dedicated outbound sales team

Marketing spend: ~$3,600/month

Growth strategy:

  1. Hire an enterprise account manager to pursue national retail and data center chains

  2. Bundle energy monitoring with BAS for Tier 1 clients

  3. Launch a “Refrigeration-as-a-Service” program for foodservice and grocery

  4. Acquire nearby HVAC shops and integrate their field techs into existing routes

  5. Add 24/7 on-call service window to secure higher-margin urgent contract tier


Financial Summary

  • Revenue: $6.8M

  • COGS (labor, parts, refrigerant, transport): $3.4M

  • Gross Profit: $3.4M

  • SG&A: $2.02M

  • Adjusted EBITDA: $1.38M (20.3%)

Service line margins:

  • Preventative maintenance: 55–60%

  • Equipment installation: 40–50%

  • Emergency repairs: 70–75%

  • Controls and energy audits: 60–65%

AR aging is well-managed. Most clients are on net-30 with larger accounts paying via ACH. The company invoices monthly or on milestone completion.


Legal, Compliance, and Insurance

  • All technicians hold valid EPA 608 certifications

  • Licensed mechanical contractor in 3 states

  • OSHA 30 compliance across all field leads

  • Refrigerant logs updated quarterly; leak tracking in place

  • Fully insured: $2M GL, $1M auto, $1M workers comp, $1M umbrella

No open claims, employment disputes, or environmental violations. The company has a zero-lost-time injury record in the past 3 years.


Working Capital and Transition Budget

  • Payroll float: $135K–$150K

  • Technician retention and bonus pool: $85K

  • CRM and refrigerant tracking systems: $20K

  • CapEx for fleet and training tools: $90K–$110K

  • Seller consulting and license compliance: $45K


Ideal Buyer Profiles

  • HVAC-R licensed professionals seeking turnkey route-based business

  • Engineering firms or contractors expanding into commercial HVAC

  • PE-backed firms targeting compliance-driven, skilled labor verticals

  • Trade services roll-ups with exposure to mission-critical facilities


Post-Close Execution Plan

  1. Confirm license continuity and client communication with top 30 accounts

  2. Recruit 2 additional apprentices and 1 controls specialist

  3. Initiate digital tracking of refrigerant usage and automate client reports

  4. Redesign technician routes for fuel savings and dispatch optimization

  5. Begin acquisition targeting 3 small HVAC-R shops with <5 techs for absorption


Conclusion

This commercial and industrial HVAC-R services company offers a high-margin, compliance-driven service line with trained technicians, long-term contracts, and physical infrastructure. It is particularly well-positioned for SBA 7(a) acquisition due to its consistent earnings, skilled labor force, and durable customer base. Buyers seeking to enter or expand in regulated mechanical services can use this as a foundational platform with defensible income, technician retention, and capital-light growth opportunities. Its specialization in refrigeration and building controls adds further value and resilience in an energy and compliance-sensitive economy.

Co-Founder and COO of Eagle Dawn Capital

Danny Carlson

Co-Founder and COO of Eagle Dawn Capital

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