Construction M&A

M&A & Diligence Support for Construction Companies

Every construction deal lives and dies on the WIP schedule, and diligence is where a buyer reads yours like a polygraph. Overbillings, retainage, and change orders are where reported profit gets borrowed from next quarter — and a buyer knows exactly where to look.

Business professionals sealing an agreement with a handshake at a table

What diligence actually feels like

Under a letter of intent, the buyer's accountants and lawyers send request lists covering financials, tax, job costing, contracts, payroll, and bonding — and for a contractor, they want the WIP schedule to reconcile to the general ledger without a story. Every mismatch becomes a question, and questions become price adjustments.

You're still bidding and building while this happens. Construction deals stall in diligence more than most, because the job-cost accounting is complex and a busy owner rarely has it audit-ready. Delay and disorganization read as risk, and risk lowers the number.

M&A support is the finance seat that runs the data room, defends the WIP and the numbers in the buyer's language, and keeps the deal moving while you keep the work moving.

The construction deal-killers hiding in plain sight

Buyers focus on contractor-specific risks. Does the WIP schedule reconcile to the GL, and does percentage-of-completion reflect real costs rather than optimism? Will bonding and surety capacity survive the ownership change? Can contracts be assigned to a new owner, or do they need consent? Is a license qualifier tied to you personally? Are retainage and change orders documented?

They'll expect schedules owners rarely keep clean: retainage receivable and payable, unbilled change orders, lien waivers, backlog with tested margins, and bonding capacity. Ready, these prove your profit is real. Missing, they become the buyer's negotiating leverage.

We rebuild and verify the WIP schedule, assemble the contract, bonding, and licensing documentation, and have every job-cost answer ready — so diligence confirms your margins instead of relitigating them.

How Kaizen runs it

We build and manage the data room, reconcile and defend the WIP schedule, respond to diligence requests, defend adjusted EBITDA and add-backs, model the working-capital peg, and coordinate with your attorney, banker, and surety so finance never becomes the bottleneck. One point of contact owns every number the buyer probes.

We're named after continuous improvement, which in a construction deal mostly means we treat the WIP schedule like a project that has to pass inspection — because to a buyer, it does.

What's included

Data room built and managed: financials, job costing, contracts, tax, payroll
WIP schedule rebuilt, reconciled to the GL, and defended in diligence
Backlog quantified and margin-tested; retainage and change orders documented
Adjusted EBITDA and add-backs defended under buyer and QoE-firm questioning

Bonding and surety continuity documented for the ownership change
Contract-assignment, consent, and license-qualifier schedule prepared
Working-capital peg modeled and the closing true-up negotiated
Coordination with your M&A attorney, banker, and surety through close

This works best alongside QoE & Sell-Side Prep done first — WIP and EBITDA are far easier to defend when made clean before the buyer arrived.

Pricing

From $8,000/moengaged through your live deal · scoped to size and complexity

WIP that survivesa reconciled, defensible WIP schedule — the thing a construction deal turns on

The finance seata CFO-level quarterback beside your attorney, banker, and surety

Fewer surprisesissues surfaced and handled before the buyer turns them into price leverage

Straight answers

Why does the WIP schedule dominate construction diligence?

Because it's where profit is recognized early or late, and a buyer's worst fear is paying for earnings borrowed from future jobs. A WIP schedule that reconciles to the GL removes that fear — and a lot of the price risk with it.

Will my bonding survive the sale?

It depends on the buyer's financials and the surety's view of new ownership, which is why it has to be addressed early. We document the bonding position and coordinate with your surety so continuity is planned, not discovered at closing.

Can you help me acquire a construction company?

Yes. Buy-side, we test the target's WIP schedule, verify backlog and margins, and check that contracts, bonding, and licensing transfer — so you know what you're buying before you sign.

I have a strong office manager. Do I still need this?

For running operations, keep them. For a diligence process that audits your job costing on a buyer's clock, that's specialized deal work most office managers aren't set up for. If yours genuinely can handle it, keep your money.

Free 20-minute books assessment

We'll show you the five things we'd fix first in your books — useful whether you hire us, hire someone, or do neither.

Talk to Sales

Or call us directly: +1 786 789 0969