BOTTOM LINE UPFRONT
After a failed whole-company sale and a growing debt overhang, Accordion (in partnership with Jefferies and Greenberg Traurig) led a lender-backed, court-supervised breakup of Air Pros into six separate transactions – generating approximately $145 million in proceeds, preserving more than 95% of jobs, and ensuring service continuity for hundreds of thousands of customers.
Air Pros under pressure
Air Pros, an HVAC, plumbing, and electrical provider with a national footprint, had grown aggressively, acquiring multiple business units across seven states in just 15 months. But aggressive growth doesn’t always mean financial success; integration lagged, debt mounted, and cash that should have funded systems, working capital, and capital expenditures instead went toward servicing loans.
By 2024, the company generated roughly $145 million in revenue against $250 million of secured debt, leaving little room to maneuver. A 2023 sale effort produced no viable whole-company buyer. Following a January 2024 default, the secured lender exercised control and appointed a sole manager… signaling a full strategy reset.
In March 2024, we joined as financial advisor and later CRO, alongside Greenberg Traurig (GT) who served as both M&A and restructuring counsel. Together, Accordion evaluated every possible path: turnaround, capital-led restructuring, and asset sale. The only way forward? A break-up sale implemented via Chapter 11 bankruptcy.
Not your typical bankruptcy
Most traditional bankruptcies involve businesses with tangible assets – inventory, real estate, or equipment – that can be sold to recover value for lenders. Air Pros’ value, however, lived in its technicians and customer relationships. So, to keep Air Pros from eroding, we needed to keep employees working and customers served through the sale process.
With lender financing secured, Air Pros engaged Jefferies in October 2024 to market its nine business units. The process culminated in six stalking horse bids, each for a distinct or multiple business units. In March 2025, Air Pros filed for Chapter 11 protection, kicking off an accelerated timeline to obtain court approval and subsequently close six asset purchase agreements.
The deal challenges – and how we solved them
- Loss of credibility: Naturally, buyers from the failed 2023 process doubted Air Pros’ financial reliability. We stepped in as Interim Controller after the CEO resigned and the CFO departed, rebuilding trust through cleaner reporting, tight controls, and consistent operations – ensuring the business didn’t become a “melting ice cube” before closing.
- Massive due diligence: The sales process required exceptional coordination. Of 60+ interested parties, 50 parties signed NDAs and 18 submitted LOIs. We worked with Jefferies to answer floods of questions across finance, legal, HR, IT, fleet, and marketing for nine distinct business units in seven states.
- Aggressive timelines: We parallel-tracked with GT’s bankruptcy and M&A teams to prepare filings, negotiate the six asset purchase agreements, and ensure all milestones were met under a compressed, court-supervised schedule.
- Coordinate handoffs and transitions: In the 45 days between filing and closing, we partnered directly with each buyer’s HR, finance, and operations team to execute smooth transitions. What’s more, we supported buyers post-close through TSAs while winding down corporate operations and monetizing remaining assets.
The deal wins – and how we made them happen
- $145M made, 600 jobs saved: The six-buyer sale generated $145 million and preserved over 95% of jobs. The alternative? A disintegrated company and widespread layoffs.
- Stronger market recovery: Selling assets under Section 363 provided the “free and clear” protection buyers required – leading to stronger bids than an out-of-court process or a full-company sale (which had already failed).
- Creditor recovery path: A liquidation trust was created after negotiation between the lender and the unsecured creditors’ committee. The trust preserved legal claims and gave unsecured creditors a potential path to recover funds – something that wouldn’t have existed otherwise.
- Consumer continuity: Buyers assumed customer warranties and service liabilities, which means hundreds of thousands of retail customers continued to receive service disruption-free – protecting brand reputation and consumer confidence.