What to do in the first two weeks
- Identify the buyer
Is the sender a PE-backed platform, a PE fund looking for a new platform, a search fund, or a broker fishing for listings? Check our acquirer lists and the sponsor’s own site.
- Get your own range
Recast earnings with the SDE calculator, then run the valuation calculator. Above ~$1M of earnings, know your adjusted EBITDA too.
- Sign an NDA before sharing financials
A standard mutual NDA with a non-solicit of your employees is normal and costs little.
- Ask the 12 questions below
In writing, before any management meeting.
- Test the market
One bidder sets its own price. Even two or three conversations change the dynamic; IBBA reported that 87% of $5M+ deals drew three or more offers in Q2 2026.
Headline price vs what you take home (illustrative)
| Offer term | Offer A | Offer B |
|---|---|---|
| Headline price | $6,000,000 | $5,400,000 |
| Cash at close | $4,200,000 (70%) | $4,860,000 (90%) |
| Rollover equity | $1,200,000 (20%) | $540,000 (10%) |
| Earn-out | $600,000 (10%), 2-year EBITDA target | None |
| Your employment term | 3 years | 12 months |
| Guaranteed cash | $4,200,000 | $4,860,000 |
The 12 questions to ask any acquirer
- Would we be a platform or an add-on?
- What is the price in dollars, and on which earnings number (SDE, EBITDA, adjusted how)?
- How much is cash at close, rollover equity, seller note and earn-out?
- How is rollover equity valued, and when and how can I sell it?
- What working capital target is assumed?
- How much goes into escrow or holdback, for how long? (escrow guide)
- Asset or stock purchase, and what allocation do you propose? (asset vs stock)
- What role do you expect me to play, for how long, at what pay?
- Non-compete length and territory?
- What happens to my brand, my people’s pay and benefits, and my customers?
- Who owns you, when did they invest, and when do they plan to sell?
- How many deals like this have you closed in the last 12 months, and can I speak to two sellers?
Why PE is writing to you
Home services, dental and veterinary are being consolidated because they are fragmented and full of recurring revenue. Middle-market HVAC services deals averaged 9.5x EBITDA in 2024-2026 according to Capstone Partners (cited by ACHR News), versus about 2.6x SDE for Main Street HVAC sales on BizBuySell. A platform buying you at a lower multiple and being valued at a higher one is the business model - which is also your negotiating leverage.
Get the offer-review checklist (printable)
The 12 questions plus a side-by-side offer comparison sheet.
Frequently asked questions
Should I respond to a private equity letter?
It costs nothing to listen, but do not share numbers or accept a price anchor until you know your own range and have signed an NDA.
Is the first offer usually the best?
Rarely. Single-bidder deals give the buyer control of price and terms. Talking to several credible buyers is the most reliable way to improve both.
Are you affiliated with any of these buyers?
No. We are not a broker and take no fees from buyers or sellers.
Sources
- IBBA / M&A Source / Pepperdine Market Pulse, Q2 2026 highlights (accessed 2026-09-23)
- ACHR News - Why some HVAC contractors are rejecting private equity offers (citing Capstone Partners) (accessed 2026-09-23)
- BizBuySell - Business valuation multiples by industry (sold Q3 2021-Q2 2026) (accessed 2026-09-23)