Most HVAC owners are expert negotiators when it comes to pricing a job or managing a supplier relationship. But M&A negotiation is a completely different arena — one where the other side has done dozens or hundreds of deals, and you've done one. Understanding the dynamics, the pressure points, and what actually matters is the difference between a good outcome and leaving $500K on the table.
Principle 1: Run a Competitive Process
The single highest-leverage negotiating move you can make is having multiple buyers interested at the same time. When a buyer knows they're competing, they put their best offer on the table. When a buyer knows you have no alternatives, they have no reason to bid aggressively. The entire purpose of a well-run sale process is to create and maintain competition through the LOI stage.
This is why going to market with one buyer — or accepting an unsolicited offer from a competitor before running any process — typically produces inferior outcomes. A broker who runs a proper process almost always recovers their commission through higher sale price alone.
Principle 2: Negotiate Everything in the LOI
The LOI is not just a price agreement — it's the framework for your entire deal. Many sellers focus on the headline price and accept buyer-friendly terms on everything else, only to discover later that those terms cost them dearly. Items to negotiate in the LOI:
- Purchase price and structure: All-cash at close vs. earnout vs. seller note — and the percentage of each.
- Working capital target: How much working capital stays in the business at close, and how deficiencies/surpluses are handled. This is often where buyers try to recapture value post-LOI.
- Exclusivity period: How long can they take during due diligence before you can talk to other buyers again? Push for 45 days, not 90+.
- Earnout terms: Revenue vs. EBITDA metrics, measurement period, what happens in an early re-sale, audit rights.
- Your role post-close: Transition period length, compensation, management role expectations, whether you're required to stay or just available.
- Non-compete scope: Geography and time period — don't let this be broader than necessary. A 5-year, 200-mile non-compete can prevent you from doing anything in your industry for years.
Principle 3: Don't Negotiate Against Yourself
When a buyer asks "what are you looking for?" — don't answer with a specific number. The moment you disclose your minimum acceptable price, that becomes the ceiling of their offer, not the floor. Let the buyer submit an offer first. Let your broker or advisor respond. Your job is to receive offers and evaluate them, not to anchor the negotiation low.
Principle 4: Due Diligence Is Not a Re-Negotiation
Buyers sometimes use the due diligence period to find reasons to re-trade (renegotiate the price downward). This is sometimes legitimate — they found a real problem you didn't disclose. More often, it's a negotiating tactic. The best defense: disclose everything upfront. A seller who is transparent about the business's weaknesses before due diligence starts is in a much stronger position to push back on late-stage re-trades.
When re-trades happen, don't automatically accept them. Push back and ask for documentation of the specific issue. Sometimes buyers are testing how eager you are to close — maintaining composure and demonstrating that you can walk away (or go back to competing buyers) is the most powerful move you have.
What to Give Up vs. What to Fight For
| Term | Fight Hard For | Generally OK to Accept |
|---|---|---|
| Purchase price | Yes — maximize at-close consideration | Earnout for partial gap if metrics are fair |
| Non-compete | Narrow geography and short term | Industry restriction in your market is standard |
| Working capital | Minimum peg; surplus goes to you | Standard formula is OK if peg is set right |
| Exclusivity period | 45 days maximum | 60 days if complex deal with good buyer |
| Reps and warranties | Cap on indemnification; survival period | Standard reps about business operations are normal |
| Rollover equity | Minimize; or accept with liquidation preference protection | 10–15% rollover is often reasonable if structure is fair |
Know What to Fight For Before You Sit Across from a Buyer.
The most expensive negotiating mistakes happen before sellers even know they're negotiating — in how you position your business, what you disclose and when, and how you respond to the first LOI. We help HVAC owners think through these dynamics before the process starts, so they don't make costly concessions under pressure.
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