hvacrollups.com

Flying Under the Antitrust Radar

Most HVAC roll-ups are built from small add-on deals that typically fall below the antitrust-reporting threshold. The FTC has named the pattern; our deal data shows its cadence.

Antitrust enforcement is built for big, visible deals. When two large companies want to merge, they have to tell the government first, and the government gets a chance to say no. The system works on a simple trigger: a dollar figure. A deal big enough to matter gets reviewed; a deal below the line doesn’t.

That design has a blind spot, and private equity has learned to live inside it. You cannot buy a dominant position in a local market with one deal that clears the threshold, but you can assemble one out of a dozen deals that each fall under it. No single purchase is ever big enough to ring the bell. The market gets consolidated anyway, one small acquisition at a time, and by the time anyone adds it up the building is finished.

This is not a fringe theory from the industry’s critics. It is the concern the federal antitrust agencies have put in writing, and our own deal data shows exactly the cadence they are worried about playing out in HVAC.

The threshold, and the gap beneath it

Most big mergers in America are reviewed under the Hart-Scott-Rodino Act (HSR), which requires companies to notify the FTC and the Department of Justice before closing a deal above a size threshold that adjusts every year. In 2024 that line sat at deals “valued at over $119.5 million”;1 for 2026 the FTC raised it to $133.9 million.2

A typical HVAC tuck-in is nowhere near that. The independent shop a platform buys is often a single-digit-millions business, far below the reporting line. So the deal closes with no federal notice, no waiting period, and no review. Do that thirty times in a region and you have built real local market power without a regulator ever opening a file.

The FTC has named this pattern directly. In a May 2024 post titled (pointedly) “Slow the Roll-up,” the head of its competition bureau wrote that “roll-up schemes, popular with private equity companies and other corporate actors, can be executed through a series of smaller acquisitions that individually fall below the threshold for reporting,” and that “a series of relatively small acquisitions can have the same impact on competition as one large one, allowing one firm to eliminate competition and amass significant control over products and services without review by the antitrust agencies.” The agency added that this is “especially a concern in sectors where competition occurs primarily at the local level”: the exact shape of the HVAC market.1

The same week, the FTC and DOJ jointly opened a public inquiry to “identify serial acquisitions and roll-up strategies throughout the economy that have led to consolidation.”3 FTC Chair Lina Khan put the worry plainly: “Firms can use serial acquisitions to roll up markets, consolidate power, and undermine fair competition, all while jacking up prices and degrading quality.”3

To be precise about what these quotes are: this is the FTC’s framing of an economy-wide mechanism, the agency describing a general risk in how serial acquisitions work across the economy. It is not a finding about any HVAC company, and naming HVAC in connection with an industry-wide pattern the regulators have flagged is not an accusation against any contractor or platform.4

What our data shows: the sub-threshold build, dated

This is where our ownership graph earns its place: not by proving a violation, but by showing the cadence the FTC describes, in HVAC, with dated edges.5

Of the 3,829 deals in our graph, 2,190, well over half, are add-ons: small tuck-in acquisitions of existing operators folded into a platform, rather than the larger platform-level deals that change who owns the platform itself.6 Add-ons are typically the kind of deal that sits below the HSR line. The consolidation wave is built out of them: in our dated subset, deal activity climbed to a 2021 peak and has held at roughly 44–66 deals a year since, the majority of them add-ons.6

To keep the claim honest: that 2,190 is a deal-type count in our graph (add-ons are the dominant type, and add-ons are the category that typically falls under the threshold), not a verification that each deal was sub-threshold, because we hold a purchase price for only about 6% of deals. And the Champions dates that follow are our graph’s dated edges, reported as announced by the parties, an observation about how the deal was structured, not an assertion that any add-on “evaded” review as a matter of law.5

The Champions Group chain is the worked example, and every date below is an edge in our graph:6

  • CenterOak Partners takes majority control of Champions, May 2019 (the platform deal).
  • Add-ons follow: Bell Brothers (Feb 2020), ASI Hastings (Sep 2020), Sierra Air of Reno (Mar 2021), SWAN Heating & Air (Aug 2021).
  • Odyssey Investment Partners takes over the platform, Jan 2021.
  • More add-ons: Fetch-A-Tech (Apr 2023), Seatown (Jun 2023), McAfee (Jun 2025), Lex Cooling (Jan 2026).
  • Then the exit that was big enough to notice: Blackstone agrees to buy Champions for ~$2.5 billion, announced February 2026.6

Look at the shape of it. The years of brand-by-brand building, the part that actually assembles a regional footprint, happened through small deals that drew no federal review. The single transaction large enough to clear the HSR threshold was the last one: the $2.5 billion sale of the finished platform to a mega-fund, long after the regional position had been built. The review trigger fires on the exit, not on the construction.

The enforcement posture, and its limits

The agencies have moved beyond rhetoric, but mostly in healthcare, not HVAC. The case the antitrust bar treats as the template is FTC v. U.S. Anesthesia Partners (USAP) and Welsh Carson, filed in September 2023: the FTC accused the private-equity sponsor and its portfolio company of a “decade-long acquisition strategy and anti-competitive scheme to consolidate anesthesiology services in Texas,” rolling up over a dozen practices below the radar and then using the resulting market power to raise prices.78 Law-firm analyses called it “groundbreaking” precisely because it targeted the sponsor, not just the operating company, and described the broader pattern bluntly: many such deals “have flown ‘under the radar’ because they were below the Hart-Scott-Rodino (HSR) Act’s reporting threshold.”87

But the steelman has to be stated, because it is strong. USAP is a healthcare case, and the courts did not simply ratify the FTC’s theory. In May 2024 the federal claims against Welsh Carson, the private-equity sponsor, were dismissed: the court found the FTC had not alleged that Welsh Carson was currently violating the antitrust laws, given that after 2017 the firm held only a minority stake, roughly 23%, with two of fourteen board seats, which under §13(b) of the FTC Act was not enough to support an ongoing-or-imminent-violation theory;910 the case proceeded against USAP itself. The marquee case built to hold a private-equity sponsor directly accountable did not, in the federal courtroom, hold the sponsor there. It is worth being precise about what happened next, though: in 2025 the FTC closed the loop administratively, finalizing a consent order that freezes Welsh Carson’s USAP stake, cuts its board presence to a single non-chair seat, and requires prior approval for future anesthesia investments nationwide for ten years.11 So the sponsor was ultimately constrained, just through a settlement, not the courtroom verdict the FTC had sought.

So the picture is a posture, not a settled body of law: the agencies have announced they are looking, opened an inquiry, and brought a marquee case, which has so far been partly turned back in court. And there is, to be clear, no antitrust action of any kind specific to HVAC.

”But HVAC can’t be monopolized”

The strongest objection is a real fact: HVAC is one of the most fragmented industries in the country. By one industry estimate, 76% of home-services companies are still independent, and in some trades the independent share of the market is higher still.12 With tens of thousands of contractors nationwide, no fund is going to corner the national market for fixing furnaces.

That objection is correct, and it misses where the harm would live. Antitrust in local services isn’t about national share; it’s about local density. A homeowner with a broken air conditioner in July does not shop the national market. They call whoever serves their metro, and there may only be a handful of real options. If three or four of those options quietly share one owner, the competition a customer thinks they’re getting (call around, compare quotes, walk away) is thinner than it looks, even while the national statistics still say “fragmented.” This is the same logic the FTC applied in a market like Texas anesthesiology: national irrelevance, local concentration.

What it means

For a homeowner, the practical takeaway is modest but real: the number of names in your local search results is not the same as the number of owners, and there is no disclosure that tells you which is which at the point of sale. Getting a second quote from a genuinely independent shop (not just a second brand) is harder than it should be, and worth the effort on a five-figure job.

For the trade and for policymakers, the stakes are larger. The roll-up model is not doing anything hidden or illegal; it is operating exactly as the rules allow, which is the point the FTC is making. The reporting threshold was designed for an economy of occasional big mergers, not for the patient assembly of local market power one sub-threshold deal at a time. Whether that gap should be closed (through lower thresholds for serial acquirers, market-level review, or simple disclosure of common ownership) is a live policy question the agencies have explicitly put on the table.3 Our data can’t answer it. What our data can do is show that the cadence the regulators are worried about is not hypothetical in HVAC: it is dated, it is ongoing, and most of it happens below the line where anyone is looking.

The bottom line. There is no proof that any HVAC roll-up has broken antitrust law, and no case has been brought. What there is, is a structural gap the FTC has described in its own words, and a deal pattern in our data that fits it: a consolidation built overwhelmingly from small, likely sub-threshold add-ons, with the only review-triggering transaction arriving at the end, when the finished platform is sold. The headline isn’t “HVAC is a monopoly.” It’s that the tool built to catch concentration was built to watch for big deals, and the roll-up was built to never make one until it’s already won.

Sources

  1. Henry Liu (Director, Bureau of Competition), “Slow the Roll-up: Help Shine a Light on Serial Acquisitions,” U.S. Federal Trade Commission, Competition Matters blog, May 2024. Tier 1. https://www.ftc.gov/enforcement/competition-matters/2024/05/slow-roll-help-shine-light-serial-acquisitions ↩ ↩2

  2. “Annual HSR Threshold Adjustments Announced for 2026,” Latham & Watkins Client Alert, Jan 15 2026 (FTC raises minimum reportable size to US$133.9 million). Tier 1 (law-firm summary of FTC notice). https://www.lw.com/en/insights/annual-hsr-threshold-adjustments-announced-for-2026 ↩

  3. “FTC and DOJ Seek Info on Serial Acquisitions, Roll-Up Strategies Across U.S. Economy,” U.S. Federal Trade Commission press release (quoting Chair Lina M. Khan), May 2024. Tier 1. https://www.ftc.gov/news-events/news/press-releases/2024/05/ftc-doj-seek-info-serial-acquisitions-roll-strategies-across-us-economy ↩ ↩2 ↩3

  4. Reporting that an agency has alleged or described something is not our assertion that the allegation is true, and naming a company in connection with an industry-wide pattern is not an accusation against that company. See our legal disclaimers. ↩

  5. Our figures come from the hvacrollups ownership graph: a curated, evidence-gated record, not a census, so the counts are a floor on the scale of consolidation. Values are held for only a minority of deals, are never summed, and are reported as announced by the parties. See our methodology and legal disclaimers. ↩ ↩2

  6. Proprietary Data Findings: PE Roll-Ups of HVAC Service Companies (hvacrollups ownership graph), 2026-06-09, §§1–3. Internal research memo. ↩ ↩2 ↩3 ↩4

  7. Noah Brumfield, “FTC sues PE fund and its portfolio company, signaling continued and growing focus on PE funds and roll-up acquisitions,” A&O Shearman, Sep 26 2023. Tier 1, analogical (healthcare). https://www.aoshearman.com/en/insights/ftc-sues-pe-fund-and-its-portfolio-company ↩ ↩2

  8. “No More Safety Under the Radar: Antitrust Enforcement Against Roll-Ups and Serial Acquisitions,” Skadden, Arps, Slate, Meagher & Flom LLP, Apr 2024. Tier 1, analogical (healthcare precedent). https://www.skadden.com/-/media/files/publications/2024/04/no_more_safety_under_the_radar_antitrust_enforcement_against_roll_ups_and_serial_acquisitions.pdf ↩ ↩2

  9. “FTC Secures Settlement with Private Equity Firm in Antitrust Roll-Up Scheme Case,” U.S. Federal Trade Commission press release, Jan 2025 (states the district court dismissed Welsh Carson on procedural grounds because the complaint did not allege it was currently violating the law; the case continues against USAP). Tier 1 (FTC primary). https://www.ftc.gov/news-events/news/press-releases/2025/01/ftc-secures-settlement-private-equity-firm-antitrust-roll-scheme-case ↩

  10. “U.S. Anesthesia Partners, Inc., FTC v.,” U.S. Federal Trade Commission, case 201-0031 (federal action filed Sep 2023; Welsh Carson dismissed May 14, 2024; case continues against USAP). Tier 1 (FTC primary). https://www.ftc.gov/legal-library/browse/cases-proceedings/2010031-us-anesthesia-partners-inc-ftc-v ↩

  11. “FTC Approves Final Order with Welsh Carson,” U.S. Federal Trade Commission press release, May 2025 (10-year consent order: freezes Welsh Carson’s USAP stake, reduces it to a single non-chair board seat, and requires prior approval for future anesthesia investments nationwide). Tier 1 (FTC primary). https://www.ftc.gov/news-events/news/press-releases/2025/05/ftc-approves-final-order-welsh-carson ↩

  12. Raymond Gong, “76 Percent of Home Services Companies Are Still Independent. Here Is What That Means,” Profitability Partners, Mar 5 2026 (updated Jun 1 2026). Industry estimate, not a government statistic. https://profitabilitypartners.io/home-services-fragmentation-independent-pe-consolidation ↩

  13. Industry panel discussion, public YouTube video, 2024–2026. (Individual on-the-record account.) https://www.youtube.com/watch?v=MWA8o2_X4Eg ↩

  14. Paraphrased from public discussion on Reddit and social/professional platforms surfaced in our HVAC content corpus (2024–2026). Individual accounts, anonymized and not independently verified; presented as lived-experience sentiment, not as factual claims about any named company. ↩ ↩2