Ready, Set, Sell: In AEC M&A There’s No Magic Fix—Just Good Management

One of the most common questions we hear from firm owners considering a sale is deceptively simple: “What do I need to do to get my business ready to sell?”

The honest answer is often unsatisfying: there is no magic fix. No checklist that suddenly adds a turn to your multiple. No last-minute maneuver that makes up for years of inconsistent management. The things that make a firm attractive to a buyer are, by and large, the same things that make it a well-run business for its current owners. Buyers don’t pay a premium for clever financial engineering. They pay for predictability, durability, and reduced risk. And risk is where preparation really shows up.

When we perform a valuation for an external sale, we spend a surprising amount of time looking past revenue and EBITDA and into the quality of the business. Financial performance matters, of course – but it’s the underlying risk profile that determines how much confidence a buyer has in that performance continuing after closing. For example, key-person dependence is one of the most common value limiters we see. If a disproportionate share of client relationships, backlog, or technical expertise sits with one or two individuals, buyers get nervous. The fix isn’t a cosmetic org chart – it’s years of building depth, delegation, and client-facing redundancy.

Client concentration tells a similar story. Firms that can’t afford to lose one client may be profitable today, but they are fragile tomorrow. Buyers discount fragility. Firms that diversify clients, markets, and contract types tend to command stronger valuations because revenue feels more durable. Sales and marketing maturity also matters more than many owners expect. Firms that rely entirely on reputation and inbound work often struggle to articulate how growth will continue under new ownership. A defined business development process, even a simple one, signals intentionality and repeatability.

Operational discipline shows up everywhere. Reliable financial reporting, job cost visibility, and clean accounting practices don’t just make due diligence easier – they reduce uncertainty. And uncertainty is expensive in an M&A context.

Even softer factors influence value. Service differentiation, competitive positioning, and market mix shape how exposed a firm is to fee pressure and economic cycles. Firms that know who they are – and just as importantly, who they are not – tend to inspire more buyer confidence.

The common thread is this: none of these are “sell-side tactics.” They’re management fundamentals. They take time. They’re not glamorous. And they don’t suddenly appear when an owner decides it’s time to exit.

Ironically, the firms that are best prepared for a sale are often the ones not actively trying to sell. They’re focused on running a disciplined business, building leadership depth, serving clients well, and managing risk thoughtfully. When the time comes, those firms don’t need a makeover. They’re already ready. If you’re thinking about an eventual exit, the best preparation isn’t a transaction strategy – it’s good stewardship. Buyers will recognize it. And they’ll pay for it.

Want to know if your firm is ready? Connect with Mike and the PSMJ M&A advisory team for a discussion via the link below.

PSMJ’s M&A Advisory and Ownership Transition practice has helped thousands of AEC firm owners find, structure, and execute their M&A and Ownership strategies with lasting results. Whether you’re looking to expand your firm with an acquisition, plan your exit strategy via internal or external sale, our bespoke approach is built around you and your goals. PSMJ’s award-winning team of experts is here for you every step of the way.

Learn more about PSMJ’s M&A advisory services here.