Should I sell my HVAC business to a buyer who reached out directly?

Last updated: September 2026

Should I Sell My HVAC Business to a Buyer Who Reached Out Directly?

It's a fair question. And the honest answer is, not before you understand what you actually have and who else might want it.

If a buyer has already reached out to you, that call or letter is telling you something important. Your business looks attractive to them. Someone with capital has identified it, studied it from the outside, and decided they are interested in purchasing it. They reached out directly, initiated a personal conversation, and after a few phone calls and exchanges of information, they're ready to submit an LOI.

This is not a reason to move forward without representation.

Here is the part most owners don't fully consider. A buyer who contacts you directly has already done their homework. They have a number they hope to pay before you ever pick up the phone. Their goal is to acquire the business and acquire it for the lowest possible price. The lower the price they pay, the higher the multiple they receive on the back end with their investors. It's that simple.

This is not dishonest. It is simply how sophisticated acquirers operate. They have completed dozens of acquisitions. They understand deal structure, due diligence, and negotiation at a level most owners only encounter once in a lifetime. The difference between what they know they're willing to do and what the average seller knows going into that first conversation is significant.

And here is something they will often say to keep it that way. They will tell you that you don't need an M&A advisor. They're submitting an LOI directly to you and you can save the commission and keep more money in your pocket. It sounds reasonable in the moment. But, in reality what they're not telling you is they are the ones actually saving money by getting your business under contract before they risk being outbid by another buyer. The commission they are helping you avoid is the very thing that creates competition and drives your price up. Removing it doesn't save you money. It saves them money. Every time.

What Changes When I'm Involved

When I represent an seller, two things happen that don't happen in a direct conversation between a buyer and an unrepresented seller.

The first is competition. When buyers know they are being evaluated alongside other qualified buyers, the terms they are willing to put on the table become meaningfully different. If they really want the business and feel like they are the right fit, the price they are willing to pay will reflect what the market actually represents. The terms will be more favorable to the seller. The risk of a buyer coming back during due diligence and trying to reprice the deal goes down considerably. Buyers behave differently when there is something to compete against and when they know there is someone representing the seller. That competition is one of the most powerful tools our clients receive and it only exists when managed properly.

The second is fit. Not every buyer who reaches out is the right buyer for your business. Some are genuinely excellent partners who will treat your employees well, honor the culture you built, and run the business the right way. Others are primarily focused on getting the deal done at the lowest possible cost and moving on. Without experience on both sides of these conversations, it is very difficult to tell the difference from the outside.

My job is not just to get you the highest number. It is to find the buyer whose plans are the right fit for what you actually care about post-closing. Whether that's your employees, your name staying on the trucks, your preference on staying involved post-sale, or simply getting to the finish line without the deal falling apart in due diligence.

If the Buyer Really Wants Your Business, They'll Still Be There

Here is something I want every seller to hear clearly. Bringing in representation does not end the conversation with the buyer who reached out to you. If they genuinely want your business and they are the right fit for it, they will still be there. And if they are, they will pay what the business is worth to other buyers because they will have to.

If you have already started conversations with a buyer and you decide to engage with me, I give that buyer the first opportunity to work out a deal with us before I approach anyone else. That is my standard practice and it’s fair. It respects the relationship you have already started and it gives the buyer a real chance to win the business. What it doesn’t do is let them set the terms without any accountability to the market.

The buyer who is serious and the right fit will step up and meet our expectations. The buyer who was counting on your inexperience to close a below-market deal will not. Either way, you will know exactly who you are dealing with before you agree to anything. And if the right buyer is still at the table, we will get the deal done together and get it done right.

Deals Fall Apart Without the Right Support

This is something that doesn't get talked about enough. A significant number of direct deals between buyers and unrepresented sellers drag out for months and in many cases never close. Not because anyone was acting in bad faith, but because the process itself breaks down without someone experienced managing it from both sides.

Due diligence can drag out and surface issues that nobody was prepared for. Timelines slip. Attorneys draft documents that create new points of contention. A buyer's internal committee asks for something the seller wasn't expecting and frustration builds on both sides. These are normal parts of any deal process and they require someone who navigates them for a living to keep things moving in the right direction.

When I am involved, my job is to get everyone to the finish line. That means keeping the process organized, keeping communication clear, and finding solutions when the inevitable complications arise. A deal that closes at a fair price is a good outcome for everyone, including the buyer. I take that responsibility seriously on behalf of both parties even though I represent the seller.

Before You Sign That LOI, Let's Talk

If a buyer has already reached out to you, or if you are already in conversation with one and an LOI is sitting in front of you, the most important next step is a conversation with me before you sign anything. Not to dismiss the buyer or start over. Simply to make sure you understand what your business is actually worth in today's market, whether the buyer in front of you is genuinely the right fit, and what a competitive process might produce before you commit to something that is very difficult to undo.

That conversation costs nothing. And you will know your real options before you make one of the most significant financial decisions of your life.

A serious buyer who is the right fit will still be there after that conversation. And if they are, we will get the deal done together.

Jason Hoff is the Founder and Managing Partner of NorthBase. With over 20 years of M&A advisory experience, Jason works directly with business owners to navigate the sale process with clarity, confidentiality, and results. Whether you are just starting to think about selling or already in a conversation with a buyer, Jason welcomes a confidential conversation.

Jason.Hoff@NorthBase.com | 970-581-9698 | www.NorthBase.com