Delivering a high value exit for a growing HVAC & FM business - Value exit for a growing HVAC & FM business
· Posted on: February 25th 2026 · read
Setting the scene
Our client is a well‑established provider of Heating, Ventilation and Air Conditioning (HVAC) services, complemented by Facilities Management (FM) and fit‑out capabilities. The business had built a strong reputation, repeating revenues and a scalable platform for growth.
As the business matured, the shareholders began to consider how best to realise value while protecting the long‑term future of the company and its people.
The challenge
The shareholders felt it was the right time to de risk and explore their strategic options. Specifically, they wanted to:
Gain clarity on the full range of exit options available, including a sale to a trade buyer or partnership with Private Equity.
Run a focused, well‑managed process targeting the right buyers, rather than a broad or unfocused approach.
Appoint a single adviser who could lead the transaction end‑to‑end, including managing complex tax considerations.
Importantly, the shareholders were experienced operators but had limited direct exposure to M&A transactions and wanted clear, practical and commercial guidance throughout the process.
Our role
Before going to market, we worked closely with the shareholders to help them understand their strategic options and the implications of different buyer routes. This upfront advisory phase ensured they were making an informed decision, aligned to both value maximisation and their longer‑term personal and commercial objectives.
Once the decision to proceed was made, we acted as Lead Adviser, managing the transaction from preparation through to completion.
Our role included:
Undertaking detailed financial, operational and commercial analysis to position the business optimally for sale.
Advising on the merits of different buyer groups, including trade acquirers, consolidators and Private Equity investors.
Preparing a high‑quality, premium Information Memorandum supported by a robust data pack, clearly articulating the key value drivers, KPIs and growth opportunities.
Conducting detailed buyer research to identify and approach the most credible and well‑funded acquirers.
Coordinating all workstreams across corporate finance and tax to deliver a seamless advisory experience.
How we added value
Throughout the process, we focused on protecting value, maintaining momentum and reducing execution risk for the shareholders.
In particular, we:
- Created competitive tension Created competitive tension by running a structured, auction style process, driving increased enterprise value and more favourable deal terms.
- Optimised deal economics Optimised deal economics through careful negotiation of working capital, cash and debt like items, directly increasing equity value for shareholders.
- Strengthened shareholder protections Strengthened shareholder protections by providing detailed input into the Share Purchase Agreement (SPA), ensuring risks were appropriately mitigated.
- Delivered disciplined project management Delivered disciplined project management, allowing the shareholders to remain focused on running the business while we kept all parties aligned to a clear timetable.
- Navigated complex tax considerations Navigated complex tax considerations, including rolled consideration and property matters, to ensure the transaction was structured as efficiently as possible.
- Provided ongoing support Provided ongoing support, advising the client throughout the preparation of completion and ‘earn out’ accounts after the conclusion of the transaction.
Crucially, early preparation and clear positioning helped reduce diligence friction and maintain buyer confidence through to completion.
Results for the shareholders
- Identified a buyer with a strong cultural fit and a clear strategy to invest in and grow the business across existing and new markets.
- Achieved a transaction value that exceeded initial shareholder expectations.
- Successfully de‑risked while retaining the opportunity to participate in future upside as the business continues to grow.
Client testimonial
“MHA’s Corporate Finance and Tax teams provided invaluable support throughout our transaction, ensuring the shareholders felt informed, supported and confident at every stage.
Maintaining constant contact with Robbie Taberner and Rob Holgate, with oversight from Andy Feeke, allowed the management team to stay focused on day‑to‑day operations while navigating the demands of the deal. The team managed all key workstreams and stakeholders, ensuring momentum was maintained and value maximised for shareholders.
The technical expertise and commercial acumen of the team were evident throughout and proved critical in what was, at times, a challenging process. We wouldn’t hesitate to work with MHA again and expect to continue our relationship with Andy, Robbie and Rob for many years to come.”
Key takeaways
This case study highlights the importance of using MHA Corporate Finance to negotiate and structure your deal to ensure that you as the shareholder are supported at a crucial time. Our client benefited from our expertise in structuring a deal and navigating the complexities of tax savings throughout the process.
