Cleaning M&A Advisory | Sell-Side M&A Services for Canada’s Commercial Cleaning Industry

Strategic M&A for Commercial Cleaning and Janitorial Services Companies in Canada

Windsor Drake is a Canadian mergers and acquisitions advisory firm focused on providing institutional-quality sell-side advisory for commercial cleaning, janitorial, and facility services companies. We work with founders, families, and private equity sponsors to execute strategic sales, recapitalizations, and divestitures across the cleaning services sector.

Our advisory model is structured, confidential, and designed to deliver outcomes aligned with the standards of elite investment banks. We bring the same execution discipline used by global firms like Goldman Sachs and Morgan Stanley—tailored to the unique operating realities of cleaning companies in Canada.

Why Cleaning Services Are in High Demand Among Acquirers

The cleaning and janitorial services sector has become one of the most active verticals in the Canadian lower middle-market M&A landscape. Multiple trends are converging to create buyer appetite:

  • Demand for outsourced cleaning continues to grow post-COVID

  • Increased regulatory compliance in health and sanitation

  • Aging ownership and generational transition

  • High levels of recurring contract revenue

  • Fragmented market ripe for regional consolidation

Private equity platforms and strategic consolidators are actively seeking scalable, route-dense cleaning companies with stable cash flow and long-term commercial contracts. According to Statistics Canada (https://www.statcan.gc.ca/), the building services sector, including cleaning, employs over 150,000 Canadians—making it one of the country’s most important B2B services industries.

What Is Cleaning M&A?

Cleaning M&A refers to the acquisition, recapitalization, or full exit of a commercial cleaning, janitorial, or specialty sanitation company. These transactions can take several forms:

  • Full sale to a strategic acquirer or PE-backed platform

  • Majority recap with rollover equity for growth

  • Divestiture of non-core service lines

  • MBOs or succession transfers within family businesses

M&A in this space requires a detailed understanding of:

  • Customer contracts and renewals

  • Union vs. non-union workforce dynamics

  • Route density and scheduling efficiency

  • Chemical, equipment, and inventory handling

  • Bidding processes and compliance obligations

Windsor Drake brings deep expertise in service-based businesses and a track record of advising companies with recurring revenue, hourly workforces, and multi-location operations.

Who We Advise

We represent companies across a range of commercial cleaning segments:

  • Office and corporate janitorial providers

  • Industrial cleaning and waste management services

  • Healthcare, educational, and institutional cleaning

  • Government and public sector cleaning contractors

  • Specialty disinfection, floor care, and window cleaning services

  • Day porter and night crew subcontractors

Typical client profile:

  • $5M–$100M in revenue

  • $1M–$10M in EBITDA

  • 50–500+ employees (W2 or subcontracted)

  • 3+ year customer relationships

  • Strong regional or national footprint

Our Sell-Side M&A Process for Cleaning Companies

1. Strategy & Exit Planning

We begin with a strategic review of your business and shareholder goals. This includes financial benchmarking, operational readiness, and go-to-market planning.

  • Review of contracts, churn, and workforce structure

  • Normalization of EBITDA and cost of service delivery

  • Identification of risks (customer concentration, labor, etc.)

  • Pre-market valuation benchmarking using comparable cleaning M&A deals

2. Market Positioning & Materials

We prepare a professional-grade Confidential Information Memorandum (CIM), a normalized financial model, and a digital data room that highlights your company’s strength across:

  • Contract renewals and margin history

  • Route optimization and workforce scheduling

  • OSHA and sanitation compliance

  • Management team structure and back-office systems

Positioning focuses on cash flow stability, operational scalability, and customer loyalty.

3. Discreet Buyer Outreach

We conduct a targeted outreach campaign to:

  • Private equity-backed cleaning platforms in North America

  • Strategic acquirers consolidating regional markets

  • Facility services firms seeking vertical integration

  • Cross-border acquirers entering Canada for expansion

All buyers are vetted and subject to confidentiality agreements. Your identity and sensitive data remain private until you authorize disclosure.

4. Term Sheet Negotiation & Diligence

We manage competitive tension among interested buyers and negotiate Letters of Intent (LOIs) focused on:

  • Total enterprise value and equity consideration

  • Earnouts, seller financing, and working capital adjustments

  • Post-closing employment, consulting, and rollover equity

We coordinate legal, financial, and operational diligence, working closely with your existing accounting and legal advisors.

5. Close & Post-Sale Transition

We manage the closing process to ensure smooth legal execution, funds flow, and transition planning for customers, employees, and key subcontractors. We remain involved through integration support and earnout structuring.

Valuation Drivers in Cleaning M&A

Cleaning and janitorial businesses are valued based on a combination of financial performance, operational consistency, and customer loyalty. Key drivers include:

  • EBITDA margins and cost of labor efficiency

  • Recurring contract revenue and renewal rates

  • Customer concentration and tenure

  • Union status and employee turnover

  • Geographic coverage and route density

  • Management depth and back-office automation

Typical cleaning M&A valuation multiples:

  • 4.5x–6x EBITDA for general janitorial contractors

  • 5x–7x EBITDA for route-dense, unionized regional players

  • 6x–9x EBITDA for specialty or healthcare-certified operators

Premiums are paid for:

  • Long-term government or institutional contracts

  • Automated scheduling and time-tracking systems

  • Documented compliance and safety programs

  • Multi-province scalability and regional leadership

Market Trends and Buyer Behavior

  • Active platform roll-ups by private equity firms in Ontario, Quebec, and B.C.

  • Strong appetite for non-cyclical, recession-resistant service businesses

  • Cross-border buyers seeking compliance-ready Canadian cleaning firms

  • Increased valuation for firms with vertical specialization (e.g., medical cleaning, food-grade sanitation)

  • Growing use of ESG metrics in acquirer diligence

Windsor Drake tracks cleaning M&A activity, buyer mandates, and transaction benchmarks across Canada and the U.S.

Why Windsor Drake

  • Sector Expertise: We understand hourly labor models, compliance, route management, and contract structures.

  • Buyer Access: Our network includes private equity platforms, strategic acquirers, and family offices actively investing in Canadian cleaning companies.

  • Full Execution Model: From strategic planning through diligence and closing, we lead the entire sell-side process.

  • Discretion & Control: We never list businesses publicly. All outreach is conducted off-market and under NDA.

  • Alignment with Sellers: We represent founders and families—never both sides of the deal.

Legal, Tax, and Compliance Considerations

M&A transactions in the cleaning sector often require:

  • Assignment of commercial cleaning contracts

  • Review of WSIB, insurance, and employee misclassification

  • Asset vs share transaction tax implications

  • CRA and LCGE planning for founders

  • Environmental and labor compliance review

We collaborate with your legal and tax teams or provide access to specialized transaction counsel as needed. For tax planning support, see the CRA’s business sale guide: https://www.canada.ca/en/revenue-agency/services/tax/businesses.html

Frequently Asked Questions

Can I retain part of the business or roll equity?
Yes. Many deals are structured with majority sale + rollover.

Do I need audited financials?
Reviewed or accountant-prepared financials are sufficient for most transactions.

Will I need to stay on after closing?
Buyers often prefer 6–18 months of transition support from the founder or GM.

Do I need to inform customers or staff?
No, not during the early phases. We manage confidentiality until an LOI is signed.

Begin the Conversation

If you own or operate a cleaning or janitorial services business in Canada and are considering a sale, recapitalization, or exit strategy, Windsor Drake offers the discipline, discretion, and buyer access to ensure your deal is executed to the highest standard.

We help:

  • Maximize valuation through market positioning and competition

  • Structure and close complex service business transactions

  • Preserve legacy, staff continuity, and customer relationships

Windsor Drake | M&A Advisory for Canada’s Cleaning and Janitorial Services Industry

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