Roofing M&A Advisory | Strategic Sell-Side M&A Services for Canadian Roofing Companies

M&A Advisory for Canada’s Commercial and Residential Roofing Sector

Windsor Drake is a Canadian M&A advisory firm specializing in providing full-service, confidential sell-side representation for roofing contractors and roofing services businesses. We work with business owners, families, and private equity sponsors in the roofing industry across Canada, helping them navigate the complexities of exit planning, strategic sales, and recapitalizations.

Our approach is built on the execution standards of global investment banks—disciplined, buyer-driven, and deeply customized to your business. From initial valuation to closing, our process is designed to extract maximum value, preserve your legacy, and execute deals with professionalism and discretion.

Why Roofing Companies Are in Demand

The roofing sector in Canada is attracting significant acquisition interest from both strategic and financial buyers. Consolidation is accelerating across commercial and residential segments due to:

  • Aging ownership and succession needs in independently held businesses

  • Strong cash flow profiles and recession-resilient demand

  • Rising infrastructure spending and housing retrofit markets

  • Growing demand for service-based recurring revenue (e.g., inspections, maintenance programs)

  • Environmental and energy-efficient roofing trends

With skilled labor in short supply and operationally scaled contractors difficult to replicate, high-performing roofing businesses with brand equity and geographic presence are now commanding premium valuations.

For market context and construction spending trends, refer to Statistics Canada (https://www.statcan.gc.ca/) and Canadian Construction Association reports (https://www.cca-acc.com/).

What Is Roofing M&A?

Roofing M&A involves the sale, merger, or recapitalization of companies offering services including:

  • Commercial flat roofing (TPO, EPDM, modified bitumen)

  • Residential sloped roofing (asphalt, metal, cedar)

  • Industrial and institutional roofing projects

  • Maintenance, repair, and service contracts

  • Roofing materials distribution (in some cases)

M&A transactions in roofing require careful attention to:

  • Backlog visibility and bid pipeline

  • Seasonal revenue patterns and labor scalability

  • Warranty exposure and insurance claims history

  • Safety record, COR certification, and WSIB compliance

  • Customer concentration and repeat service relationships

Windsor Drake structures and executes transactions that align ownership objectives with market dynamics.

Who We Advise

We work with roofing companies across Canada that serve:

  • Commercial real estate owners and managers

  • General contractors and developers

  • Institutional and municipal clients (schools, hospitals, etc.)

  • Residential new construction and retrofit markets

Typical engagement profile:

  • $5M–$100M in revenue

  • $1M–$12M in normalized EBITDA

  • Union or non-union labor models

  • Mix of bid, negotiated, and service contract work

  • Strong operational team and multi-year project history

Windsor Drake’s Roofing M&A Process

1. Strategic Planning & Valuation Review

We begin with a confidential review of your financials, operations, backlog, and growth trajectory. Our process normalizes for:

  • Project-based revenue volatility

  • Retainage, completion holdbacks, and work-in-progress adjustments

  • Subcontractor reliance and crew scalability

We deliver a detailed market-based valuation range, identify likely buyers, and establish a roadmap aligned with your personal and professional goals.

2. Go-to-Market Preparation

We develop investor-grade marketing materials that highlight your business’s strengths, including:

  • CIM (Confidential Information Memorandum)

  • Adjusted financial model with job costing and margin detail

  • Project portfolio and completion record

  • Safety metrics, warranty record, and bonding capacity

We also create a secure data room to streamline buyer diligence.

3. Controlled Buyer Outreach

We contact a curated group of qualified acquirers, including:

  • Private equity-backed construction services platforms

  • Large regional or national roofing firms expanding into new geographies

  • Strategic buyers seeking vertical integration (e.g., building envelope services)

  • Family offices and investor-backed roll-up ventures

Outreach is confidential, NDA-protected, and tailored to your geographic and sector profile.

4. Negotiation of Deal Terms

We lead term sheet negotiation with multiple buyers to ensure competition and maximize your leverage.

We manage all aspects of LOI review, including:

  • Purchase price and earnout mechanics

  • Equity rollover or continued involvement (if applicable)

  • Tax structure and working capital targets

  • Owner and key employee employment terms post-transaction

We protect confidentiality and maintain your negotiating position throughout.

5. Diligence & Close

We coordinate legal, financial, operational, and insurance-related diligence.

  • Review of open and completed job files

  • Subcontractor and supplier agreements

  • WSIB, safety, and insurance claim history

  • Real estate ownership or lease terms (yards, shops, warehouses)

Our team works closely with your legal and accounting advisors to close the transaction efficiently.

Valuation Drivers in Roofing M&A

Buyers evaluate roofing companies based on:

  • Backlog visibility and conversion rate

  • EBITDA margin trends and project discipline

  • Crew structure and seasonal scalability

  • Safety record and bonding capacity

  • Client diversification and bid success rate

  • Level of recurring vs. one-time revenue

Typical mid-market Canadian roofing valuation ranges:

  • 4.5x–6.5x EBITDA for residential-focused companies

  • 5.5x–7.5x EBITDA for commercial roofers with institutional clients

  • 7x–9x+ EBITDA for companies with service contracts or multi-division operations

Premiums are paid for:

  • Strong project management and leadership depth

  • Repeat business with government or large real estate clients

  • Maintenance/service revenue with contract stickiness

  • ESG-compliant practices and energy-efficient roofing systems

Market Trends Driving M&A

  • PE-backed roofing platforms expanding across Canada (especially Ontario, Alberta, and B.C.)

  • Vertical integration with other building envelope services (siding, waterproofing, insulation)

  • ESG-driven investments in green roofs and solar-integrated systems

  • Consolidation of fragmented regional players with aging ownership

  • Growth in retrofits, replacements, and insurance-related work post-weather events

Windsor Drake actively tracks roofing M&A activity, buyer mandates, and valuation benchmarks across North America.

Why Windsor Drake

  • Construction-Sector Experience: We understand job costing, crew structure, retention, and backlog management

  • Elite Process Management: Our process mirrors that of Goldman Sachs or Morgan Stanley—confidential, disciplined, and focused on execution

  • Buyer Access: We maintain deep relationships with the most active acquirers in construction services and roofing

  • Alignment & Integrity: We act solely for the seller, with no dual-side representation

Legal, Tax & Transaction Considerations

M&A transactions in roofing may require:

  • Asset vs. share sale structuring based on liability and tax outcomes

  • CRA compliance, LCGE utilization, and estate planning coordination

  • Union/non-union labor transition planning

  • WSIB and insurance claims review

  • Project bonding, completion warranties, and lien management

We collaborate with your legal and financial advisors or provide referrals to experienced M&A counsel as needed. For more, see CRA’s guidance for business owners: https://www.canada.ca/en/revenue-agency/services/tax/businesses.html

FAQs

Can I sell my company and retain real estate?
Yes. Many owners lease back their yards or shops to the buyer post-sale.

How long does the M&A process take?
Typically 6–9 months from engagement to close.

Do buyers require me to stay on after closing?
Often yes—for 6 to 18 months depending on team depth and customer relationships.

Can I retain partial ownership?
Yes. Many deals involve a majority sale with equity rollover and growth incentives.

How do I protect confidentiality from staff or competitors?
All buyer contact is managed under NDA. Your identity is only disclosed once you approve.

Begin the Conversation

If you own or operate a roofing business in Canada and are considering a sale or recapitalization, Windsor Drake delivers strategic M&A execution designed to maximize value and protect your legacy.

We help:

  • Run discreet, competitive M&A processes that attract top-tier buyers

  • Navigate valuation, diligence, and negotiations with precision

  • Structure deals that reflect your goals and safeguard your business’s future

Windsor Drake | M&A Advisory for Canada’s Roofing Industry

Request a Confidential Valuation