Selling a Commercial Construction Business

Most commercial contractors are priced off cash flow a new owner can rely on, then adjusted for what a buyer thinks they might “give back” in WIP corrections. Backlog quality, change order collections, retainage aging, and customer concentration can move value fast in either direction. Start with Rejigg’s free valuation calculator, then tighten the range using closed-job margin history and a WIP schedule you can defend.

No. Brokers typically charge 5–10% of the sale price for work you can do yourself if you have a clean package and a tight process. Rejigg is built for broker-free sales. Buyers are pre-vetted, NDAs are signed digitally, and diligence runs through a secure data room. You stay in control, protect confidentiality, and keep your sale proceeds.

Many commercial construction sales close in a few months, but the timeline slips when buyers can’t get comfortable with WIP, backlog, A/R aging, or how licensing and bonding transition after close. Deals move faster when the seller can answer job-level questions once and point to the report that proves it. Rejigg helps by keeping documents, buyer Q&A, and offers in one workflow.

Buyers usually start with your WIP schedule, closed-job margin history, backlog by job, A/R aging with retainage separated, and a change order log. Next is often prime contracts on major jobs, plus safety documentation and bonding and licensing info tied to active work. Rejigg’s secure due diligence and closing checklist helps you stage these in a sensible order without oversharing early.

In commercial contracting, working capital usually comes down to whether the company has enough short-term liquidity to float payroll and subs while waiting on pay apps and retainage. Buyers often set a target amount at closing, then adjust the purchase price up or down based on actual cash, receivables, and payables delivered. Clean A/R by job, retainage detail, and a credible WIP schedule make this negotiation less emotional.

Retainage is usually treated like normal receivables, but buyers will focus on age and collectability. If older retainage is tied to delayed closeouts, disputed punch lists, missing waivers, or missing O&M manuals, a buyer may push for a holdback or a price reduction. Keep retainage tracked by job with closeout status and next steps so diligence doesn’t turn into guesswork.

Sometimes. SBA lenders can be cautious with contractors because cash timing, WIP accuracy, and bonding requirements can add volatility. A lender will usually want clean books, consistent job costing, and evidence the company can bid and run work without the seller as the bottleneck. You can model payments and down payment scenarios with Rejigg’s SBA loan calculator before you negotiate.

Earnouts show up when the buyer thinks near-term profit depends on collections or job outcomes they can’t fully verify at closing. In construction, that’s often WIP risk, pending change orders, and older retainage. Earnouts can be workable if they are tied to numbers both sides can track, such as collected gross profit on named jobs or revenue from specific accounts. Rejigg’s negotiation guide helps you pressure-test earnout language early.

In an asset deal, the buyer purchases selected assets and often leaves certain liabilities behind. In a stock deal, the buyer takes the entire entity, including historical exposure. That can matter in commercial construction because of warranty work, claims history, and payroll tax or certified payroll issues. Many buyers lean toward asset deals, but prime contract assignment, licensing, and bonding can limit what’s practical.

Most buyers separate the value of the business from the value of the iron. They want to know what gear is needed to self-perform your scopes, what you rent versus own, and what is near replacement. Condition, hours, and maintenance history usually matter more than what it cost new. A tight equipment list with make, model, year, hours, and location reduces price-chipping in diligence.

Buyers look at how much revenue comes from a small set of GCs or owners, and whether those relationships are tied to the seller personally. Concentration can be fine when you have repeat wins, multiple contacts per account, and a consistent bid pipeline. It gets risky when most awards come from one person who only answers your calls. Rejigg helps you keep buyer conversations and transition promises documented in one place.

Most open projects keep moving, but buyers will review prime contracts for assignment rules, change-of-control language, and notice requirements. Some owners and GCs want the right to approve the new ownership team, especially on larger or sensitive jobs like hospitals or occupied facilities. Bonded work adds another layer because the surety has to be comfortable with post-close leadership. Lining these conversations up early helps avoid job disruption.

Buyers want books that match job reality. That usually means consistent job costing, cost codes your PMs actually use, and a WIP update cadence that happens monthly, not quarterly. If personal expenses run through the business, separate them so cash flow is believable. Rejigg’s QuickBooks integration can pull financials into a structured data room, so you are not rebuilding reports during diligence.

Buyers usually ask for a non-compete so the seller can’t take GC relationships and start a new shop nearby. A non-solicit is also common for employees, subcontractors, and customers, since superintendent and PM retention is real value in construction. The scope and length depend on your geography, trade, and who the relationships sit with. Get the basics agreed early so it doesn’t turn into a closing-week fight.

Transition length depends on what you personally own today. If you are the license qualifier, the final bid approver, or the main GC relationship holder, buyers often want more time and clearer milestones. If your PMs and supers already run the weekly rhythm and estimating has defined rules, transition can be shorter and more specific. Rejigg’s transition planning guide helps you map it into a clean plan.

Tax outcomes depend on your entity type and whether the deal is structured as an asset sale or a stock sale. Commercial contractors also have deal wrinkles around how WIP is treated for tax reporting and how retainage and receivables are allocated at closing. Model after-tax proceeds early, while you can still negotiate structure. Rejigg can keep the deal terms organized so your CPA can advise off a clear summary instead of scattered emails.

Confidentiality matters in commercial construction because rumors can cost you bids and trigger key superintendent flight. Most sellers share high-level info first, then release job-level documents only after a buyer is vetted and has signed an NDA. Rejigg supports that process with pre-vetted buyers, digital NDAs, and a permissioned data room so you control who sees WIP, backlog detail, and customer information.

In commercial construction, the headline price is only part of the decision. You also need to compare terms that change risk after close, like working capital targets, holdbacks tied to retainage, earnouts tied to job outcomes, and how the buyer handles WIP write-downs. The buyer’s plan for bonding, licensing, and keeping key supers and PMs matters, too. Rejigg’s offer comparison dashboard shows terms side-by-side so you can compare total risk, not just the number.