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Legal & Finance

Selling Your Contracting Business

Learn how to build, grow, and sell your contracting business effectively, ensuring long-term success and financial security for you and your team.


Building and Selling a Contracting Business: Lessons from the Trenches

Running a contracting business is a journey filled with challenges, growth, and unexpected opportunities. For many contractors, the day-to-day grind of managing projects, handling customer complaints, and keeping the books balanced can make it hard to see the bigger picture—let alone imagine selling the business for a life-changing sum. Yet, as the construction industry evolves and investment dollars pour into home improvement, more contractors are finding themselves at the crossroads of succession planning and business sales.

This article dives deep into the real-world experience of building, growing, and ultimately selling a contracting business. Drawing from candid conversations, hard-won lessons, and a healthy dose of humor, we’ll explore the nuts and bolts of what it takes to create value, navigate the sales process, and set yourself—and your team—up for long-term success.


The Humble Beginnings: From Family Business to Entrepreneur

The Early Days

Like many in the trades, the journey began in a family business. The advice from the previous generation was clear: “Don’t do what I did—go to college.” But life had other plans. After a stint in community college, the arrival of a child prompted a return to construction, this time as an independent handyman and home improvement contractor. Armed with an $800 Chevy Astro van—affectionately dubbed the “free candy van”—the business started small, with a focus on crawl space repair and radon mitigation.

Growth Through Grit

The early years were marked by long hours, lean paychecks, and a steep learning curve. But with persistence, the business grew to $300,000 in annual revenue. A merger with another contractor propelled the operation to $9 million over seven years, introducing the complexities of managing a larger team and the importance of leadership, financial literacy, and operational systems.

Hard Lessons and New Beginnings

Success, however, was not linear. A lack of leadership experience led to the loss of the business to a partner—a painful but formative experience. This setback opened the door to new opportunities, including working under a seasoned operator in a larger company, learning the intricacies of sales, operations, and financial management. When that company sold to private equity, the realization set in: working for someone else, no matter the pay, didn’t offer the same fulfillment as building something of your own.


The Mindset Shift: Recognizing the Value of Your Business

Why Most Contractors Don’t Think About Selling

For many contractors, the business is simply a means to an end—a way to pay the bills and support a family. The idea of selling the business often seems far-fetched. Who would want to buy a job that requires early mornings, late nights, and constant problem-solving? This mindset overlooks a crucial fact: a well-run, profitable contracting business is a valuable asset.

Understanding Business Value

Contractors are builders by nature, but often forget that they’re also building equity in their business. Just as a house or a piece of land has value, so does a business—especially one with a track record of profitability, a loyal customer base, and efficient systems. Even if the business is not a franchise, once it reaches a certain size (typically $1.5 to $2 million in revenue), it becomes attractive to buyers, including private equity firms and competitors.

The Many Paths to Succession

Selling a business doesn’t have to mean walking away entirely. Options include bringing on minority financial partners, selling a majority stake, or executing a full sale. The key is to understand your goals—whether it’s injecting capital for growth, paying off debt, or creating generational wealth—and structuring the deal accordingly.


The Sales Process: From Interest to Closing

How Sales Conversations Start

The process often begins informally, with buyers reaching out via email, phone, or even direct mail. These buyers are looking for businesses that have reached a certain scale and are often waiting for pain points to push owners toward a sale. The initial back-and-forth is much like a garage sale negotiation: the seller thinks the business is worth more, the buyer wants a deal, and both sides need to justify their positions with data.

Letters of Intent and Due Diligence

Once there’s mutual interest, the buyer typically submits a Letter of Intent (LOI), outlining the proposed terms. Before sharing sensitive information, it’s wise to have a Non-Disclosure Agreement (NDA) in place. The due diligence phase follows, where the buyer’s accountants and attorneys scrutinize every aspect of the business—financials, operations, HR policies, and even unrelated entities that share an address.

What to Expect During Due Diligence

  • Financial Scrutiny: Expect requests for balance sheets, profit and loss statements, and payoff amounts for vehicles and equipment, usually covering the past three years.
  • Operational Review: Buyers want to understand how the business runs, including handbooks, pay structures, and any unique agreements.
  • Asset and Liability Analysis: All assets (vehicles, equipment, website, customer database) and liabilities (debt, accounts payable) are evaluated.
  • Surprises: Even seemingly unrelated entities (like a nonprofit sharing your business address) can raise questions.

Due diligence is exhaustive and, frankly, stressful—comparable to a “proctology visit,” as one contractor put it. But it’s essential for validating the business’s value and protecting both parties.


Valuation: What Is Your Business Really Worth?

Methods of Valuation

There are several ways to value a contracting business:

  • Asset Value: The sum of all tangible assets (equipment, vehicles, inventory).
  • Market Value: What similar businesses have sold for in your region or sector.
  • Sale Value (EBITDA Multiples): The most common method, based on Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA). Buyers typically offer a multiple of EBITDA, adjusted for discretionary earnings (owner’s salary, perks, etc.).

Example Calculation

If your business has $100,000 in EBITDA and the market offers a 6x multiple, the business could be valued at $600,000. However, any outstanding debt must be paid off from the proceeds, so if you owe $300,000, your net is $300,000.

Factors That Influence Valuation

  • Debt: High debt reduces net proceeds and can lower the business’s attractiveness.
  • Profitability: Showing consistent profit (even if it means paying more taxes) increases valuation.
  • Intangible Assets: Websites, phone numbers, and customer databases can be surprisingly valuable.
  • Market Demand: Hot markets or sectors can command higher multiples.

Negotiation and Deal Structure

The Art of the Deal

Negotiation is inevitable. Sellers should back up their valuation with data—comparable sales, market trends, and detailed financials. Buyers may propose earnouts (where part of the payment is contingent on future performance) or include clawback provisions (allowing them to recoup funds if the business underperforms post-sale).

Key Terms to Know

  • Earnout: A portion of the sale price is paid over time, based on the business meeting certain targets.
  • Clawback: If the business doesn’t perform as promised, the buyer can reclaim part of the payment.
  • True-Up: Funds are held in escrow post-closing to account for adjustments in inventory, receivables, or payables.

Legal and Tax Considerations

  • Attorney and CPA Fees: Sellers typically pay for their own legal and accounting representation, which can be substantial.
  • Tax Implications: The structure of the sale (asset vs. stock sale) affects tax rates. Asset sales are taxed as ordinary income, while stock sales may qualify for lower capital gains rates.
  • Trusts and Estate Planning: Proceeds can be placed in trusts for tax efficiency and generational wealth planning.

Managing the Transition: Leadership, Team, and Operations

Balancing Daily Operations and the Sale

Selling a business is a marathon, not a sprint. The process can take months, during which the business must continue to perform. Key leaders should be brought into the loop early (under NDA if necessary), especially if their cooperation is needed for due diligence.

Communicating with the Team

Transparency is crucial, but timing matters. Major stakeholders and leadership should be informed as soon as practical, with clear communication about what the sale means for them. Addressing concerns about job security, changes in ownership, and future opportunities helps maintain morale and stability.

The Emotional Side of Selling

For owners, selling a business is more than a financial transaction—it’s an emotional milestone. The transition can bring relief, excitement, and, sometimes, a loss of purpose. It’s important to plan for life after the sale, whether that means staying involved in the business, pursuing new ventures, or focusing on family and philanthropy.


After the Sale: What Comes Next?

Immediate Steps

  • Pay Off Debt: Clearing personal and business debts increases cash flow and financial security.
  • Secure the Proceeds: Park funds in safe, liquid investments (e.g., treasury bills) while planning next steps.
  • Avoid Lifestyle Inflation: Resist the urge to splurge on big-ticket items; focus on long-term wealth preservation.

Long-Term Planning

  • Invest Wisely: Diversify into real estate, mutual funds, or private equity as appropriate.
  • Create Trusts: Use trusts for estate planning and to provide for future generations.
  • Find New Purpose: Many former owners struggle with the loss of daily structure and meaning. Staying involved in the industry, mentoring others, or starting new ventures can provide renewed purpose.

Lessons Learned and Advice for Contractors

What Would I Do Differently?

  • Manage Debt Aggressively: Avoid over-leveraging, especially during boom times.
  • Show Profits: Don’t minimize profits to save on taxes; higher profits mean higher valuations.
  • Plan for Succession Early: Even if you’re not planning to sell, run your business as if you are—efficient, documented, and profitable.
  • Understand the Market: Stay informed about industry trends, multiples, and buyer interest.

The Value of Intangibles

Don’t underestimate the worth of your website, phone number, and customer database. Even if the business is closing, these assets can be sold to competitors for significant sums.

The Importance of Professional Advice

Engage experienced attorneys, CPAs, and estate planners. The right structure can save tens or hundreds of thousands in taxes and fees.


The Bigger Picture: Building for the Future

The construction industry is experiencing a wave of investment and consolidation. Contractors who recognize the value of their businesses—and prepare accordingly—are well-positioned to capitalize on these trends. Whether your goal is to sell, bring on partners, or simply run a more efficient operation, the principles remain the same: build value, manage risk, and plan for the future.

For those who have spent decades building their business, the sale is not the end—it’s a new beginning. With careful planning, the proceeds can fund new ventures, support family and community, and create a legacy that lasts for generations.


Final Thoughts

Selling a contracting business is a complex, emotional, and ultimately rewarding process. By understanding the true value of your business, preparing for the sales process, and planning for life after the sale, you can turn years of hard work into lasting wealth and new opportunities.

If you’re considering selling your business—or just want to run a tighter ship—start by treating your business as the valuable asset it is. Document your processes, manage your finances, and build a team that can thrive with or without you. And when the time comes, approach the sale with the same care and craftsmanship you bring to every project.

Cheers to your success—on the job site, in the boardroom, and beyond.

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