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Case Study Commercial HVAC

Orchestrating a Sophisticated Founder Transition

A majority recapitalization for a commercial HVAC enterprise: a dual-path exit that let one founder retire and the other keep building, structured to close all-cash through a 2025 credit crunch.

Sector
Commercial HVAC & Facility Services
Transaction
Majority Recapitalization & Structured Buyout
Closed
November 2025
Headline Result
2.0× above benchmark
The Situation

Designing a dual-path exit.

The owners of a premier commercial HVAC enterprise, a husband-and-wife team, approached the market with a shared goal: to secure the company’s legacy while pursuing different personal timelines. One partner was ready for a full transition into retirement; the other had significant energy and conviction to keep leading the company’s growth.

They sought an exit that would respect both paths, but were initially unaware of the structured mechanisms (specifically a majority recapitalization) that could facilitate such a tailored outcome.

The Challenge

Navigating a 2025 credit crunch.

The Market Gap

By late 2025, credit markets were tightening significantly. Traditional “roll-up” private equity firms reliant on high leverage were struggling to meet premium valuation expectations.

The Complexity of “Staying In”

Structuring a deal where a founder retains 20% equity requires high-level advisory to navigate operating agreements, distribution waterfalls, and non-compete terms that protect the minority holder.

The Boutique Strategy

Network-driven execution.

Not a “spray and pray” auction. A disciplined, three-pronged outreach to local strategics, national PE platforms, and family offices.

Strategic Architect

We introduced the “equity roll” concept early, solving the owners’ personal objectives with immediate liquidity for one partner and a “second bite of the apple” for the other.

Leveraging the Advisor Network

The ultimate buyer, a highly sophisticated family office, was surfaced through our firm’s private network, ensuring a buyer who could close all-cash and bypass the volatile debt markets of November 2025.

Professionalism as Currency

We made the transaction “transactable” through rigorous preparation and hands-on management of the complex governance docs: operating agreements and employment terms.

The Results

A premium outcome, on the founders’ terms.

2.0×
Above the 2025 industry benchmark for comparable HVAC assets.
100%
Goal alignment: a full exit for one partner, a 20% equity carry for the other.
All-Cash
Close in November 2025, with maximum price certainty through a credit crunch.
Family Office
A cash-ready buyer surfaced through Madfarm’s private network.

A boutique firm’s specific network and high-touch structuring outperformed the broader market. Proof that how a deal is run changes what it returns.

Advisor Perspective

Our role was to translate the founders’ vision into a structure they didn’t yet know was possible. By leveraging our private network to find a cash-ready family office, we didn’t just close a deal; we built a partnership that rewarded the sellers’ hard work and protected their future upside.

Madfarm Advisors Sell-side advisor
Weighing Your Options?

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