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Negotiating a Limited Process with a Data-Driven Mindset to Ensure a Winning Deal

Sell-side transaction where unique market dynamics that dictated a limited process led to a mutually beneficial partnership, further strengthening both companies’ market-leading position.

Services Provided

Sell-Side Transactions

Date

November 2022

Type

Founder-Owned

Vertical

Construction & Property Technology

Founded in 1977, HC Nye is a Manufacturer’s Representative of Engineered, Applied, and Industrial HVAC Systems with product line coverage in Central and Eastern Pennsylvania, Southern New Jersey, and Delaware. The company’s primary markets include commercial building, universities, data centers, pharmaceuticals, biotech, healthcare, K-12, early childhood education, and general industrial. With over 200 years of total HVAC sales experience, HC Nye’s staff specializes in assisting consulting engineers, construction managers, mechanical contractors, and building owners in the application, selection, and sale of HVAC mechanical equipment.

The Situation

HC Nye met our team when we approached them about a different opportunity with another client. While market dynamics prevented that opportunity from coming to fruition, HC Nye said they enjoyed their interactions with Ascend, were still interested in selling, and asked if we would represent them on the sell side. Founder Harry Nye was laser-focused not only on monetizing the business for his family, but also on continuity and transition as his son Buck Nye would be continuing the company’s legacy as a Partner at HC Hye. We shepherded the Nye family through the entire lifecycle of the transaction:

  • Organizing and preparing the company for a limited process sale, including a bottom-up financial consolidation model, detailed unit-level analysis, and KPI deep dive analysis along with positioning materials
  • Facilitating communications with a limited buyer group
  • Creating a competitive environment between limited buyers to maximize price and terms
  • Negotiating letters of intent and terms
  • Managing the due diligence process
  • Liaising with the buyer’s advisors to close the transaction
The Ascend team impressed me early on with their eagerness to negotiate the deal terms most important to us and create transparency through a data-driven approach. My appreciation only grew as they navigated us through the complexities of the transaction, ensuring we were well-represented throughout the process.

Buck Nye

Partner, HC Nye

The Strategy

Because HC Nye is a manufacturer’s representative selling in specific territories, the market dictated the process limiting the universe of buyers. With Harry’s objectives and limited process synergies in mind, we prepared materials and completed a thorough analysis with a goal of fostering a hyper-competitive environment between what ultimately became two buyers.

The Execution

As we moved into due diligence and negotiations with Gil-bar, we took a highly strategic, data-driven approach to arm HC Nye with the information they needed to validate both historical performance and projected trends, and justify our position on key points. Data gathering and analysis were key in shaping negotiations. The leverage it provided was crucial to the deal’s ultimate success as we negotiated at the operating company and financial sponsor levels, managing the complexities surrounding various motivating factors.

The Results

Despite the limited process, we achieved the challenge of aligning the buyer’s priorities with what HC Nye wanted to get out of the deal — ensuring the company would grow and thrive under Buck’s continued leadership with the right partner while still maximizing the value of the business. The merger allowed expansion into other regions and the ability to provide clients with fully integrated service offerings, a breadth of new HVAC product solutions, and a deeper level of engineering insight in an ever-changing and increasingly complex post-pandemic environment.

The Ascend Advantage

Market conditions drove a limited process which can be challenging. Our team knew the data points to present and the metrics within the space to drive “victories” for our client throughout the negotiation process. At the same time, we were able to balance the dynamics of the deal to complete a fair transaction where everyone was a winner.

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