Got a PE / roll-up / DSO offer on your Illinois HVAC business?

Find the earnings definition. If they say EBITDA, ask which add-backs they have already rejected. A platform will not treat your truck, your boat, and your child’s payroll the way a Main Street SDE buyer might. If they say SDE and still apply a platform multiple, someone is mixing languages.

Find the cash at close. Subtract debt payoff, working-capital peg, holdback, and any rollover equity you cannot sell tomorrow. A hypothetical: a $4.5 million ‘enterprise value’ with $400,000 debt, a $250,000 peg fight, 15% rollover, and a 10% holdback is not $4.5 million in your account.

Find the employment and noncompete. Many HVAC PE deals want the seller to stay 12–36 months and to stop competing in the collar counties. Illinois noncompete rules have changed; counsel should read the draft, not a group chat.

Find the license and lease conditions. An LOI that closes in 45 days while the landlord has a 30-day silence period and the city needs a new contractor registration is a calendar problem, not a personality problem.

Bulk Sales notification can apply to the equipment and inventory transfer even when the buyer is a well-funded platform. Their counsel will not forget it because your teaser did. Secretary of State filings matter if they want the entity that holds dealer numbers.

Municipal HVAC licenses, EPA credentials on individual techs, and manufacturer agreements are conditions, not afterthoughts. A PE buyer who already operates in Illinois still has to land your registrations. Put the map in the data room before they use it as a price chip.

Ask whether their Illinois district already has a shop that overlaps your zip codes. Overlap can mean a better multiple because they will cut a truck. It can also mean they only want your maintenance list and not your people. Those are different letters. Make them say which.

Manufacturer dealer status and municipal registrations are conditions they will use late if you do not map them early. Put the map in the first data-room index. A platform that “did not know the city needed a new registration” knew. They were waiting to chip the price.

If you want a second process, do not sign a sixty-day exclusive on an un-recast multiple. See the HVAC sell-my page and the fees page. The consult is still /contact with the LOI in your hand.

Working-capital pegs that ignore winter receivable swings will move six figures after you thought you had a deal. Ask for a seasonal example in the peg definition. If they use a software-company peg on an HVAC shop, that is not sophistication. That is a chip.

Stay bonuses for techs should be priced in the letter or you will pay them out of a holdback you did not model. Platforms know this. First-time PE sellers learn it in week ten. Learn it in week one.

Compare cash at close to an SBA owner-operator path on the same recast. The HVAC sell-my page is the other door. Exclusivity is how you close that door without meaning to.

An HVAC roll-up letter usually arrives after a quiet conversation with a business-development associate who already knows your service area. The multiple looks flattering because it is applied to an earnings number they have not finished recasting. Your job is to separate last January’s emergency spike from a trailing-twelve-month recast a quality-of-earnings team will survive. Bring the LOI to /contact. Do not upload it.

Find the earnings definition first. If they say EBITDA, ask which add-backs they have already rejected. A platform will not treat your truck, your boat, and a child’s payroll the way a Main Street SDE buyer might. The IBBA glossary is the definition of SDE. If they say SDE and still talk like a sponsor, someone is mixing languages. Ask for the add-back list in writing.

Find the cash at close. Subtract debt on trucks and the shop, the working-capital peg, holdback, and any rollover you cannot sell tomorrow. A hypothetical $4.5 million “enterprise value” with $400,000 debt, a $250,000 peg fight, 15 percent rollover, and a 10 percent holdback is not $4.5 million in your account. Label the leftovers. See Illinois net proceeds.

BizBuySell’s Q2 2026 report put the Service-category median at 155 days on market and found only 14 percent of owners used a professional valuation. HVAC owners who accept the first winter-year multiple without a recast are in that majority. Maintenance agreements, a service manager who will stay, and licensed technicians are what the letter is actually buying. A personality who answers the phone at 2 a.m. is not a platform earnings base.

Municipal HVAC registrations, EPA credentials on individual technicians, and manufacturer dealer status are conditions, not afterthoughts. A PE buyer who already operates in Illinois still has to land your registrations. Chicago and a collar-county village are different clerks. Put the map in the data room before they use a missing city file as a price chip. An LOI that closes in 45 days while the city needs a new contractor registration is a calendar problem.

Bulk-sale notice can apply to trucks, parts inventory, and shop equipment even when the buyer is a well-funded platform. Form CBS-1 is due at least ten business days before transfer. Their counsel will not forget. Start it when the letter is real so their “fast close” has to live in Illinois. See the IDOR CBS-1 instructions.

Shop leases need assignment. A landlord with a 30-day silence period will not hurry because a sponsor has a slide. If they want the entity that holds dealer numbers, Secretary of State filings follow. Asset versus stock is a tax conversation with your CPA. The Form 8594 instructions are why allocation is not a back-page courtesy.

Noncompetes that cover the collar counties can be broader than the routes you actually run. Illinois noncompete rules have changed. Counsel reads the draft. We flag the economics. Silence on who employs the technicians and who holds the contractor license on Monday after close is a 30-day fantasy. Licensed people have notice periods and lives.

Educational only. Not legal or tax advice. Platforms do not waive Bulk Sales, Secretary of State filings, license updates, or lease assignment. We work on a success fee — no upfront listing fee.