HVAC distributor Motors & Armatures (MARS) has signed a definitive agreement to sell its parts division to CSW Industrials for $650 million in cash, subject to customary closing adjustments.

The transaction also includes an earn-out valued at up to $20 million based on the achievement of revenue targets in the year after closing. The transaction is expected to close before the end of calendar year 2025.

Headquartered in Hauppauge, NY, MARS Parts specializes in motors, capacitors and other components and supplies used for HVAC/R repairs and replacements.

The sale does not include the MARS equipment distribution division, which will remain a standalone business in the Platinum Equity portfolio. It will operate under the name Heat Controller, with Phillip Windham continuing as CEO. Heat Controller offers residential and commercial heating, cooling, and dehumidification equipment under the Comfort-Aire and Century brands.

“We’re proud of the progress we’ve made and grateful to the talented team in our parts division,” Windham said. “We’ll be cheering for their continued success as part of the CSW family. At the same time, we’re energized by the growth ahead for Heat Controller and excited to build on the momentum we’ve created.”

Since Platinum Equity initially invested in MARS in July 2024, it acquired Global, the Source, to bring US-based in-house manufacturing capabilities to MARS. It also expanded into new product categories such as pads, pans, equipment hangers, float switches, chemicals and other accessories.

“Over the past year and a half, we’ve partnered with the MARS team to transform the business and create significant value,” said Platinum Equity 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 where it can continue to thrive. We remain bullish on the HVAC sector long term and will continue putting our financial and operational resources to work.”

In a press release announcing the sale, Platinum Equity said it will support Heat Controller’s ongoing expansion. They plan to diversity and expand Heat Controller’s product portfolio and customer reach organically and through strategic mergers and acquisitions.