Acquisition Dossier: The Deal That Died Three Weeks Before Wire, and Closed Anyway

How Cody Sechelski bought a profitable Texas HVAC company at a $2.66M enterprise value with almost no cash of his own, then lined up a 25-year refinance of the acquisition debt

Cody Sechelski, a Navasota, Texas contractor, signed a letter of intent on December 4, 2025 to buy Ryan's AC & Heating, a profitable family-run HVAC company, at a $2,660,000 enterprise value. He did not have the cash at close in hand. Raises.com ran the capital process from LOI to wire: a lender tournament across 25 capital providers, a structure that kept the founder in the deal, and a late restructure when a compliance issue killed the original deal three weeks before wire day. The wire left on June 29, 2026. Three months later, Raises.com found him a refinance offer that replaces the short-term acquisition debt with a 25-year loan at a lower rate. It is the first acquisition of his Gulf Coast trades roll-up, Masterbuilt Ventures Holdings.

The full interview with Cody Sechelski, recorded on location in Navasota, Texas, after the close. Every quotation below is taken from it.

1. Who Cody is, and how he found us

Cody spent more than a decade in Texas construction and trades, building his own contracting company, before deciding to buy companies instead of only building them. He formed Masterbuilt Ventures Holdings as his acquisition platform with a simple thesis: buy profitable, family-run service businesses across Texas and the Gulf Coast and run them under one roof.

"I had a desire to do M&A. So, I'm like, I'm on YouTube. YouTube University. I'm on YouTube finding out how can I close deals."

He found Raises.com through one of our podcast interviews and booked a strategy call. Ken, one of our advisors, ran that first call. Tre Brown, Head of Capital Markets, ran the capital process from there to the wire.

2. Mandate profile

Buyer: Cody Sechelski, CEO of Masterbuilt Ventures Holdings.
Target: Ryan's AC & Heating, a southeast Texas HVAC installation, service and maintenance operator with residential and commercial customers, recurring service agreements and a tenured team.
Price: $2,660,000 enterprise value, free and clear of debt (LOI, December 4, 2025).
The constraint: the LOI and the seller were in place. The cash at close was not. Every dollar had to be sourced between the signed LOI and the wire.

3. Why most deals under LOI never close

Cody is blunt about the number most first-time buyers never hear: the large majority of businesses that reach a letter of intent never get to a wire. What separates the ones that do is preparation and persistence: financials that agree with each other, a business that survives the key-person test, and a team that keeps moving when the process drags.

"We got a deal done. Isn't that the name of the game?"

4. The structure

The stack was built so the buyer did not need a large cash check and the seller stayed aligned after close:

Senior debt from an institutional private credit lender carried the cash at close.
Seller paper on standby, so the note does not compete with senior debt service while the business is integrated.
Seller rollover, sized up so the founder kept a meaningful stake. That cut the cash needed at close and gave the lender a seller-still-in-the-deal story its committee could underwrite.
Interest-only first year on the senior debt, so debt service stayed inside integration cash flow.

5. The lender tournament

The capital did not come from the first door. Tre ran 25 capital providers in parallel with the same data room, the same one-page summary and the same structure, instead of one lender at a time. 24 said no. One funded.

Diligence was staged before the lender asked for it: profit and loss, balance sheet, bank statements and fixed-asset schedules were assembled in advance, and a fixed-asset entry typed at ten times its real value was caught before any lender saw it. Timelines still slipped, which is normal, and Cody says so plainly:

"When this firm tells us, hey, we can close in three weeks, actually takes two months."

The seller waited, because the structure and the story held.

6. Three weeks before wire

With the wire scheduled, the lender's compliance framework ruled out the seller sitting on the closing-day cap table. The seller had agreed to a rollover, not a pure cash-out, so a plain all-cash sale was a different deal and risked him walking after seven months of work.

Raises.com restructured it: the seller's rollover moved into a convertible seller note, so the buyer's holding company owned 100% on closing day and the lender got a clean cap table, while the seller kept the same economic upside through the right to convert into his stake at his own election. The lender's team flew to Texas for a site visit before releasing the wire, and the wire left on June 29, 2026.

7. After the close: the refinance

Acquisition debt that gets a deal closed is rarely the debt you want to keep. Cody's senior facility was short-term and interest-only at a private credit rate, which is the right tool to win a deal and the wrong one to hold a business on.

In September 2026 Tre took the business back to market, this time as an owned, operating company with a closed acquisition behind it, and sent a refinance request to banks, conventional term lenders and specialty finance shops. On September 30, 2026 a commercial lender returned a refinance offer: a 25-year fully amortizing term loan at a lower rate, sized to pay off the acquisition debt, with projected debt service coverage comfortably above what lenders require. The same company that could not get past 24 lenders as a purchase is now a refinance lenders compete for.

8. The roll-up thesis

The first acquisition is a platform, not an endpoint. Every add-on business becomes another line on the same profit and loss, and the seller rollover is how founders share in that growth.

"Now you have the opportunity to make more money on your second payday than you did on your first payday."

Cody is advancing further Gulf Coast service-business targets under Masterbuilt Ventures Holdings.

9. Timeline

December 4, 2025: LOI signed, no cash in hand.
December to March: parallel lender tournament, diligence pre-staged.
March 2026: senior lender term sheet.
May 2026: compliance issue, restructure, lender site visit in Texas.
June 29, 2026: wire. Closed.
September 2026: refinance request out to lenders.
September 30, 2026: 25-year refinance offer received.

10. What carries over to your deal

Sign the LOI first and source the capital in the window it buys you. A non-binding LOI costs nothing to hold.
Run lenders as a tournament, not a queue.
Keep the seller in the deal. A seller who still owns part of the business is the strongest signal a lender can read.
Stage diligence before it is requested.
When a hard compliance line breaks the structure, change the legal form and keep the economics.
Close on the debt that wins the deal, then refinance into the debt that holds it.

11. Who this is for

Cody is direct about fit. This path is for operators who will do the work, not for anyone looking for a quick fix or a passive check. If you are buying a real business or property and the capital is the wall, that is the gap this closes: the structure, the documents and the lender process that turn a signed LOI into a funded close, and a funded close into long-term debt.