Construction M&A Advisory Services in Canada

Strategic M&A Advisory for Construction Company Owners

Windsor Drake is Canada’s leading boutique M&A advisory firm, specializing in sell-side mergers and acquisitions for privately held construction companies. Our mission is simple: to help successful construction company owners unlock maximum value when they sell. We deliver confidential, high-stakes advisory tailored to the unique operating dynamics, valuation drivers, and buyer preferences in the Canadian construction sector.

Whether you’re looking to retire, bring in a financial partner, or position your company for long-term growth under new ownership, we guide you from preparation through close with discipline, clarity, and discretion.

Why Construction M&A Is Accelerating in Canada

Over the past decade, Canada has experienced a dramatic surge in construction-related M&A activity. This increase is driven by several intersecting macroeconomic and sector-specific trends:

  • Aging ownership: Many construction companies are still founder-led, with owners nearing retirement age and looking for exit options.
  • Infrastructure stimulus: Major federal and provincial infrastructure programs have made construction firms with public-sector contracts particularly attractive.
  • Skilled labor shortages: Buyers seek access to trained crews and experienced project managers.
  • Industry fragmentation: The Canadian construction market remains fragmented, creating acquisition opportunities for strategic roll-ups.
  • Cross-border interest: U.S. and international buyers are targeting Canada for geographic expansion.

These forces are creating a favorable window for sellers who can present their companies as acquisition-ready and well-positioned for the future.

To learn more about current trends, see the Canadian Construction Association (https://www.cca-acc.com/) for insights on market outlook and growth drivers.

What Is Construction M&A?

Construction M&A refers to the process of selling, merging, or recapitalizing a construction company through a structured transaction with a third party—typically a private equity group, a strategic buyer (another construction firm), or a family office.

The M&A process involves several key stages:

  • Valuation and market analysis
  • Confidential marketing to vetted buyers
  • Negotiation of letters of intent (LOIs)
  • Due diligence and purchase agreement structuring
  • Legal, tax, and operational closing

A skilled M&A advisor helps ensure each phase runs smoothly while optimizing price, terms, and fit. At Windsor Drake, our role is to act as the seller’s exclusive representative—delivering maximum value, avoiding common pitfalls, and managing buyer relationships on your behalf.

Who We Serve

We work exclusively with construction business owners operating in Canada with the following profile:

  • Revenue between $5M and $100M+
  • EBITDA of $1M or more
  • A proven track record of successful projects
  • Strong team of project managers, foremen, or supervisors
  • Backlog of work or recurring maintenance contracts
  • Clean financials and well-documented job costing

Typical sectors we serve include:

  • General contracting (residential, commercial, institutional)
  • Civil and infrastructure construction (roads, bridges, utilities)
  • Mechanical, electrical, and plumbing (MEP)
  • Industrial and environmental construction
  • Niche or specialty trades (steel, concrete, insulation, roofing)

Even if you’re unsure whether your company is “sale ready,” we provide initial feedback and valuation guidance as part of our confidential consultation.

The Windsor Drake M&A Process

Selling a construction business isn’t like selling real estate or equipment. It’s a sophisticated process that requires deep knowledge of capital markets, deal structuring, buyer psychology, and industry nuance. Our structured 6-step process is designed to drive competitive offers while protecting your time and privacy.

1. Confidential Consultation

We begin with a one-on-one strategy call to understand your business, your goals, and your timing. We sign a mutual NDA and gather financial statements, project information, and strategic highlights.

2. Valuation Analysis & Market Strategy

Using comparable transactions, internal modeling, and construction-specific valuation adjustments, we estimate your company’s market value and prepare a go-to-market strategy.

3. Confidential Marketing Package

We prepare a professional Confidential Information Memorandum (CIM), summarizing your company’s operations, financials, backlog, management team, and growth opportunities. Your name and identifying details are redacted until NDA is signed.

4. Targeted Buyer Outreach

We run a focused outreach process to a vetted list of qualified buyers. This includes private equity firms, large construction firms, family offices, and strategic acquirers with demonstrated interest in the construction sector.

We also monitor Canadian M&A deal data via sources like PitchBook (https://pitchbook.com/) and BIV to track active buyers and market comps.

5. Deal Negotiation & Due Diligence

Once interest is received, we negotiate terms and structure favorable Letters of Intent (LOIs). We guide you through every step of due diligence—including financial reviews, legal disclosures, bonding, and insurance—to avoid deal fatigue or failed closings.

6. Final Sale & Transition Planning

We work with your legal and accounting teams to finalize the purchase agreement and manage the closing process. Post-sale, we help design a transition plan that supports both your exit and the buyer’s operational success.

Understanding Construction Company Valuation

Construction businesses are valued using industry-specific methods. Most buyers look at adjusted EBITDA multiples plus consideration for working capital, backlog, and asset base. Here are common valuation ranges in today’s market:

  • General contractors: 3.5x–6.5x EBITDA
  • MEP trades: 4x–7x EBITDA
  • Civil contractors: 4.5x–8x EBITDA
  • Niche/specialty trades: 5x–9x EBITDA (if recurring revenue or unique IP)

Factors that increase valuation:

  • Strong project backlog
  • Recurring maintenance contracts
  • Government or institutional clients
  • Turnkey project management systems
  • Safety and insurance compliance history

For a personalized estimate, we offer a complimentary valuation analysis based on your specific business metrics.

Recent Construction M&A Transactions

To protect client confidentiality, we don’t share company names, but recent Windsor Drake-led transactions include:

  • Ontario Infrastructure Firm
    • $58M revenue / $6.5M EBITDA
    • Acquired by PE-backed national rollup
  • Western Canada Mechanical Contractor
    • $28M revenue / $4.1M EBITDA
    • Strategic acquisition by a U.S.-based MEP platform
  • Atlantic Canada Specialty Trades Firm
    • $13M revenue / $2.2M EBITDA
    • Sold to a family office for generational transfer

Our deal teams include former bankers, builders, and private equity professionals with decades of combined experience across both construction and finance.

Why Windsor Drake?

Construction M&A is high-stakes. You only get one chance to sell your business the right way. Our team provides:

  • Deep knowledge of construction deal dynamics
  • Access to top-tier buyers across North America
  • Confidential, white-glove execution
  • Alignment with tax, estate, and legal planning
  • Track record of above-market valuations

We don’t list businesses publicly or take a volume approach. Every client receives customized attention, with our managing director involved in every phase.

Legal and Tax Structuring Considerations

Selling a construction company in Canada requires careful attention to capital gains tax, asset vs. share sale mechanics, and potential rollovers. We collaborate with your accountant and legal team to structure the transaction for optimal after-tax value.

Topics include:

  • Lifetime Capital Gains Exemption (LCGE)
  • Earnouts and seller notes
  • Employee stock transitions (ESOPs)
  • Rollovers under section 85

We also offer referral access to legal and tax advisors who specialize in mid-market M&A.

For a primer on tax topics, refer to the Government of Canada’s tax guide for small businesses (https://www.canada.ca/en/revenue-agency/services/tax/businesses.html).

FAQs

How long does it take to sell a construction company?
Most sales take 6–9 months from kickoff to close. Preparation can take 4–8 weeks, with marketing and buyer negotiation requiring 60–120 days.

Is confidentiality guaranteed?
Yes. All buyers sign NDAs before receiving identifying information, and outreach is done discretely.

Do I need to sell 100% of my company?
No. Many sellers opt for a partial recapitalization, selling 60–80% today and retaining a minority stake for a second exit.

How do you find buyers?
We maintain proprietary databases of active buyers and track live deal flow using software platforms, direct outreach, and conference networking.

What does Windsor Drake charge?
We operate on a success-fee basis with an engagement retainer. Fees are customized per deal size, complexity, and scope.

Let’s Talk Confidentially

If you own a successful construction company in Canada and are considering a sale—now or in the next few years—schedule a confidential consultation with our M&A team.

There’s no obligation. We’ll help you understand what your business is worth, how the process works, and what buyers are looking for today.

Windsor Drake — Elite M&A for Builders.

 

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