TL;DR: A Texas HVAC roll-up led by operator Cody Sechelski closed its first acquisition in July 2026 using an equity-light structure: minimal sponsor cash, an institutional senior credit facility, and seller financing that includes a re-entry option for the founder. The deal was advised by Raises.com. This structure matters beyond one transaction because SBA 7(a) acquisition lending hit a record $8.29 billion in FY2025, up 34.6 percent year over year, and HVAC now has 27-plus active PE platforms competing to consolidate the trade. Owners selling into this market, or operators trying to build a platform inside it, need to understand where the multiples actually sit before they negotiate anything.
I have watched two kinds of people show up to HVAC deal tables in the last three years. The first kind has capital and no operating credibility. The second kind has operating credibility and no capital. The equity-light structure that closed in Texas this month is a bet that the second kind can win, if the capital stack is built correctly around them.
Years ago I sat with a service-business operator who had run crews for fifteen years and wanted to buy his first company outright. He had maybe forty thousand dollars saved, a strong reputation with two regional lenders, and zero interest in raising a fund or finding limited partners. Everyone told him he needed real equity capital before anyone would take him seriously as a buyer. He did not have it, and he was not going to get it fast enough to matter. What he had instead was a seller nearing retirement who wanted a clean exit more than he wanted the absolute top dollar, and a lender willing to underwrite the deal against the target's service-agreement backlog rather than the buyer's balance sheet. That combination, seller motivation plus asset-backed lending, is the exact recipe behind the Texas HVAC transaction, just executed at a larger scale with a more sophisticated capital stack behind it.
What Actually Closed
Per citybiz's coverage of the transaction, Raises.com advised Cody Sechelski on the inaugural acquisition of his operator-led roll-up platform: a profitable, Texas-based HVAC installation, service, and maintenance business with an established residential and commercial customer base. The plan is a multi-deal consolidation of family-operated service businesses across Texas and the Gulf Coast, with this acquisition as the anchor.
The financing structure is the part worth studying closely. According to the official transaction announcement, the deal combined an institutional senior credit facility with a structured seller-financing instrument. The buyer acquired controlling interest in the platform with minimal sponsor cash equity at closing. The seller-financing piece included a contractual option letting the founder of the acquired business re-enter the post-closing capitalization at a future date.
That last detail is the structural innovation. It is not a typical earnout, where the seller's additional payout depends on hitting performance targets they no longer control. It is a re-entry right: an option, not an obligation, for the seller to buy back into ownership once the platform has proven out under new operating leadership. That aligns incentives in a way a standard earnout rarely does, because the seller is choosing to re-enter based on what they can see happening to the business, not being forced to wait on a metric someone else is now steering.
The Owner's Exit Engine, Run in Reverse
I built the Owner's Exit Engine to help owner-operators prepare their businesses to be sold for maximum value. This Texas transaction is worth studying because it runs the same engine from the buyer's seat, and the mechanics translate directly for any owner evaluating a similar offer.
The Exit Engine asks four questions of any deal structure, whichever side of the table you sit on: How much of the purchase price is guaranteed cash versus contingent paper? How is risk allocated between buyer and seller if the business underperforms post-close? What control does the selling founder retain, if any, during the transition period? And what is the true multiple, once every layer of the structure is priced in, not just the headline number?
Run those four questions against the Texas deal. Cash at close was minimized deliberately, which shifts near-term risk toward the seller's paper and the senior lender's underwriting discipline, not toward sponsor capital that does not exist yet. Risk allocation favored keeping the founder's team and operations intact, a detail both press releases on the deal emphasized. Founder control was preserved through the re-entry right, which is a soft form of retained upside without daily operating authority. And the true multiple, since terms were not disclosed, remains the one variable every seller evaluating a similar structure needs their own advisor to model, not the press release to answer.
The Financing Environment Behind the Deal
This structure did not appear in a vacuum. SBA-backed acquisition financing just posted its strongest year on record. Per the EBIT Community's SBA Acquisition Market Pulse, SBA 7(a) acquisition loans totaled $8.29 billion across 7,003 deals in FY2025, up 34.58 percent year over year, with an average deal size of $1.18 million and default rates roughly 29 percent lower than non-acquisition SBA lending. That default gap is the underwriting argument in one sentence: established, cash-flowing businesses with real operating history perform better as loan collateral than de novo startups ever will.
The Texas deal used institutional senior credit rather than SBA 7(a) financing, which suggests a deal size or structure above the SBA's $5 million per-loan ceiling. But the broader lending environment matters regardless of which specific facility a given deal uses. When SBA-backed acquisition capital is expanding at 34.6 percent annually, it signals lenders across the credit spectrum, SBA and institutional alike, have grown comfortable underwriting service-business acquisitions on the strength of recurring revenue and service-agreement backlogs. That comfort is what makes equity-light structures like this one possible in the first place.
Why HVAC Specifically, and Why 27 Platforms
HVAC has become one of the most consolidated trades in the country, and the consolidation is accelerating, not slowing. Research from CT Acquisitions' 2026 private equity platform map counts more than 27 active U.S. PE platforms acquiring HVAC, plumbing, or combined residential trades businesses, up from roughly 8 platforms in 2018. That is better than a threefold increase in institutional buyers competing for the same pool of family-owned targets in less than a decade.
Multiples reflect that competition, and they vary enormously by platform size. Sub-$1 million SDE businesses, the kind a single-location HVAC operator without an established roll-up brand would sell, trade in the 3x to 5.5x seller's discretionary earnings range. Platforms in the $5 million to $25 million EBITDA range, the size that attracts institutional PE and can absorb a string of smaller add-on acquisitions, command 7x to 12x EBITDA. At the very top of the market, the spread widens further: Blackstone's acquisition of a residential HVAC platform earlier this year closed at roughly 18.5x EBITDA on approximately $140 million of EBITDA, according to data compiled by CT Acquisitions.
That multiple spread, from 3x at the bottom to 18.5x at the very top, is the entire reason roll-up platforms like Sechelski's exist. An operator who buys a single $800,000 SDE HVAC shop at 4x, integrates it into a platform, adds three more similar shops, and eventually presents the combined entity to an institutional buyer at 8x, has manufactured value purely through consolidation and systemization. No single shop grew organically enough to justify that multiple jump on its own. The jump comes from scale, standardized systems, and the credibility of an operating platform instead of a single owner-dependent business.
Ownership Beats Wages, Even When the Ownership Stake Is Structured Carefully
The founder re-entry right in the Texas deal is worth sitting with, because it reframes what a sale actually means for the operator on the other side of the table. A founder who sells but retains an option to re-enter the post-closing capitalization has not simply converted a business into cash. They have converted operating risk into a choice: take the cash now, or watch the platform prove itself under new management and buy back in in a stronger position later, informed by real post-close performance rather than a projection built during diligence.
That is a materially better position than an all-cash sale with no upside participation, and a materially better position than a rollover-equity structure that locks the seller into an illiquid stake with no exit timeline of their own choosing. It reflects the same principle I hammer on with every owner-operator I advise: ownership, structured with real optionality, beats a wage every time, even inside a transaction where the founder is technically selling and stepping back.
What Sellers Should Take From This, Not Just Buyers
Most of the coverage of a deal like this focuses on the buyer's cleverness: how little cash he put down, how creative the structuring team got when the deal nearly fell apart. That framing misses half the lesson. The seller in this transaction made a deliberate choice too, and it is the choice every owner nearing a sale needs to understand before their own broker starts shopping the deal.
A seller who insists on an all-cash close at the highest headline number often gets exactly that number, and nothing else. A seller willing to accept a structured deal, senior debt plus seller paper plus a re-entry right, trades some near-term certainty for a second bite at the value they helped build. That trade is not automatically the right call for every seller. An owner who needs the cash immediately for health reasons, family circumstances, or simple exhaustion should take the clean exit. An owner who believes in the buyer's operating plan and wants to participate in the platform's future upside should negotiate for exactly the kind of optionality Sechelski's deal structured in.
The mistake is not choosing one path over the other. The mistake is not knowing the second path exists, and accepting the first offer on the table because nobody explained that seller financing with a re-entry right was even a term worth asking for.
Doctrine Connection: Ownership Beats Wages
The instinct many owners have when a PE-style buyer shows up is to take the largest all-cash number on the table and walk away clean. Sometimes that is the right call. But the Texas deal shows a second path: sell control, preserve a defined re-entry right, and let the new operating team prove out the thesis before deciding whether to buy back in. That structure only works because the seller negotiated for optionality instead of settling for a single check. Ownership beats wages applies just as much to how you structure an exit as it does to whether you start a business in the first place. A wage is fixed. An option to re-enter ownership on better terms, after someone else has absorbed the early integration risk, is not fixed. It is asymmetric, and asymmetric is the entire point of staying an owner.
FAQ
What does "equity-light" mean in an acquisition structure?
An equity-light acquisition minimizes the sponsor's or buyer's cash equity contribution at closing, relying instead on institutional senior debt and seller financing to fund the purchase price. It allows an operator with limited personal capital to acquire controlling interest in a business.
Why did SBA 7(a) acquisition lending hit a record in FY2025?
SBA 7(a) acquisition loans totaled $8.29 billion across 7,003 deals in FY2025, up 34.58 percent year over year, per EBIT Community's analysis of SBA data. The growth reflects both increased lender comfort underwriting cash-flowing acquisition targets and a lower default rate on acquisition loans compared to other SBA 7(a) uses.
What multiples do HVAC businesses actually sell for?
Multiples vary sharply by size. Sub-$1 million SDE businesses typically trade at 3x to 5.5x SDE. Platforms in the $5 million to $25 million EBITDA range command 7x to 12x EBITDA. The largest institutional platform transactions have closed above 18x EBITDA.
Is a founder re-entry right the same as an earnout?
No. An earnout obligates additional payment to the seller if specific post-close performance targets are met, with the seller typically having no operating control over whether those targets are hit. A re-entry right is an option the founder can choose to exercise to buy back into ownership, based on how the business performs under new management, without an obligation to do so.
Jeff Barnes, MBA has no personal position in any company, fund, or platform named in this article. demg.ai has no current commercial relationship with any party mentioned. demg.ai provides marketing strategy and education for owner-operators, not investment advice.