ABOUT THIS EPISODE
Most roofing owners will sell once. Private equity buyers do it for a living. That gap is where you get hurt. In this episode of Build It To Sell It, I sat down with Lance Bachmann to walk through what actually happens between a signed LOI and a closed deal — and why the leverage you had before signing disappears the moment you put pen to paper. If you’re thinking about selling your roofing company in the next one to five years, this is the episode to hear before you take a single call from a buyer.
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The buyer is buying a company that will make money when you leave. If you’re the one making all the money and you leave, the buyer gets nothing.
Claudio Vilas, CMSBB, CBI, CMAP
EPISODE SUMMARY
Private equity firms look at hundreds of companies a year. Some of the best-funded ones I spoke with at a recent industry conference told me they interviewed over 400 companies and bought zero. That number tells you everything about how hard it is to actually get a deal done — and how much preparation it takes to be the one they say yes to.
Lance and I spent a lot of time in this episode on the LOI, because that’s where most owners misunderstand how the process works. Before you sign it, you have real leverage. You’ve got multiple offers on the table, buyers are competing for you, and you can negotiate every term that matters — price, structure, escrow, non-competes, reps and warranties, earnouts. Once you sign, that window closes. You’re exclusive to one buyer, and they know it. That’s when the questions start coming in and the timeline starts stretching.
The non-compete is a perfect example of where owners get hurt. I’ve seen buyers try to lock a seller into a nationwide restriction. That’s not protecting their investment — that’s eliminating your options. You need an M&A attorney who will push back on that, not one who just wants to bill hours and close the file.
Buyers are not impressed by your fleet. A buyer sees 20 trucks and immediately starts calculating what it costs to maintain them, replace them, and keep drivers in them. That’s capex — and capex lowers your value. The most efficient company wins, not the one with the most stuff.
On earnouts: I don’t love them, and Lance doesn’t either. If you roll into an earnout tied to EBITDA, you’ve handed the buyer control over your payout. They control what gets allocated as a management fee, what counts as a cost, what investment they decide to make. If an earnout is part of the deal, push for revenue-based, and keep the window short.
The cleaner your business is before you go to market — systems documented, owner-independent operations, sell-side QofE completed, financials that tell a consistent story — the faster the deal closes and the better terms you get. That’s what we help sellers build before the first buyer ever sees the CIM.
