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5 Questions with Answers Business Sellers Don’t Like to Hear

Many HVAC business owners enter the process of selling their with unrealistic expectations. Whether it’s understanding the valuation, pinpointing the correct timing, or gauging buyer interest, they can be in for a rude awakening without having the right information on hand.

Therefore, in addition to answering Frequently Asked Questions, it’s important to provide Frequently Disliked Answers. Here are some questions and answers that first-time sellers may not be altogether happy to hear:

1. Can I make retaining a family member or long-term employee a condition of the sale? Short answer: Maybe, but it’s a bad idea. It’s natural to want to take care of your people and make sure they have a job after you leave. That feeling is usually compounded by the need to keep the sale of the business secret. But it’s important to remember that in any deal, you can only speak for or commit yourself. It’s not fair to the new owner or your employees to lock them into a relationship that might not work for them. Your people are the assets the buyer is purchasing, and it’s rare to see a new owner come in and fire good workers. Trust the parties to decide what happens in the future for themselves.

2. Can I make keeping my brand a condition of the sale? No. Once the check clears, the new owner can make any decision they want. They may intend to keep the brand name if it’s part of why they bought the company. But over time, the market or the owner’s priorities might change. They may buy another bigger company a year from now and decide that its brand is the right one to keep. It’s hard to conceive that the brand (especially if it’s your family name) might not live on after you leave the company, but you probably wouldn’t want to be obligated as a new owner yourself.

3. Can I keep the vehicles or other personal purchases I made through the company? Yes, but the loan or lease must be paid off before the sale closes. Until you pay off your loan, you don’t actually own the vehicle; the bank does. The sale must be debt-free, so you’ll have to clear any outstanding contracts and loans before you close.

The same goes for leased equipment and inventory. You will have to pay off any obligations before closing with the seller, and it might cut into what you expected to net from the sale. Always bring this up early with sellers so they can factor those costs into their profit projections from the sale.

4. Can I keep my Accounts Receivable? It’s complicated. If your company is in the business of residential repair, sales, and maintenance, you probably don’t have much in A/R; not enough to kill a deal, usually. On the other hand, if your company’s primary revenue source is commercial installation or new construction, you might have a considerable amount of A/R on the books. Buyers often consider that balance to be Net Working Capital, the amount left over each month that allows the owner to operate and cover upcoming short-term obligations. It usually consists of a combination of inventory, Accounts Receivable, and operating cash in bank accounts. This is a sticking point for many owners, so it must be thought through and negotiated before you consider a deal.

5. A non-compete clause just means I can’t start or own a competing business, right? Many owners believe they can close the sale, walk down the street, and get a job in sales or management at another HVAC company. But that’s still competing with your former business. If customers or employees learn that you’re now with a new company, they may decide to move with you, even if you aren’t intentionally recruiting them. The buyer is paying to take you out of the industry (within a reasonable geographic market) for a number of years, so you can’t impact their workforce or customer base, intentionally or without meaning to.

Deals fall apart because owners have unrealistic ideas about how the sale would work. Asking these questions early means you’ll have time to digest the answers and decide if and how they affect your plans to sell the company.

Patrick Lange is the founder of Business Modification Group and a leading M&A advisor specializing in HVAC companies nationwide. He has represented hundreds of contractors in successful transactions and is a recognized authority on valuation, exit strategy, and maximizing business value.

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5 Questions with Answers Business Sellers Don’t Like to Hear

Many HVAC business owners enter the process of selling their with unrealistic expectations. Whether it’s understanding the valuation, pinpointing the correct timing, or gauging buyer interest, they can be in …

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