The HVAC distribution sector is poised for another round of consolidation. Motors & Armatures (MARS), a Platinum Equity portfolio company, said Wednesday it will sell its parts division to CSW Industrials Inc. for $650 million in cash, plus up to $20 million in performance-based earn-outs.
The deal gives CSW Industrials a scaled distribution business specializing in motors, capacitors, and other components used in HVAC repair and replacement. Based in Hauppauge, N.Y., MARS Parts supplies contractors, service firms, and wholesalers across North America — customer groups that demand high fill rates, broad product assortments, and dependable delivery in a time-sensitive market.
The sale does not include MARS’s equipment distribution business, which markets Comfort-Aire and Century-branded heating and cooling systems under the Heat Controller name. That unit will remain in Platinum’s portfolio.
For CSW Industrials, the acquisition expands its role in the HVAC aftermarket, where demand for replacement parts remains steady even during construction slowdowns. The move bolsters CSW’s ability to compete with larger distributors such as Watsco, Ferguson, and Grainger, which have steadily grown share by investing in inventory, logistics, and ecommerce platforms.
“Over the past year and a half, we’ve partnered with the MARS team to transform the business and create significant value,” said Platinum Co-President Jacob Kotzubei. “This transaction allows us to realize part of that value while finding a natural home for the parts division at CSW.”
Industry analysts say the deal highlights how distributors are redrawing the competitive map by separating commodity parts from branded equipment. Parts distribution, often viewed as a volume business with thinner margins, is attractive to companies like CSW that can leverage scale and operational efficiency.
Platinum acquired MARS in mid-2024 and quickly moved to restructure the business. The private equity firm added accessory categories such as chemicals and equipment hangers, acquired U.S.-based manufacturing through Global, the Source, and cut costs in procurement and logistics. It also recruited a new management team led by CEO Philip Windham, who will remain in charge of Heat Controller after the divestiture.
Windham praised the deal as a win for both businesses: “We’re proud of the progress we’ve made and grateful to the talented team in our parts division. We’ll be cheering for their continued success as part of the CSW family; while continuing to build on the momentum we’ve created at Heat Controller.”
The transaction reflects broader currents in HVAC distribution, where independents, private equity firms, and publicly traded companies are all jostling for position. Scale and efficiency are increasingly critical as contractors turn to distributors not just for parts, but for digital ordering, reliable delivery, and value-added support.
For CSW Industrials, the addition of MARS Parts could provide that edge. For Platinum, the carve-out allows it to concentrate on branded equipment lines that may offer higher margins and differentiation in a crowded market.
The deal is expected to close by the end of 2025, pending regulatory approval.
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