How to Fund a Roofing Company Acquisition in 2026
by Raises.com
This article is general information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.
A roofing company gets funded when the lender can separate repeat revenue from storm revenue, see who holds the contractor license, and confirm the insurance and bonding move to you at close. If you will run it, an SBA 7(a) loan fits under the program's $5M cap. Seller participation and investor equity in an SPV cover the rest.
What a lender sees in a roofing P&L
A roofing company's best year is often a hail or hurricane year, when insurance claim work floods in and the crews cannot keep up. A lender reads that year as an event, because the same company can come back to normal volume the next spring. The seller reads it as the new normal. That gap is where roofing deals stall.
Winter does the opposite. In cold states, work slows for months while payroll and insurance keep running. A lender wants to see both ends of the year, in monthly numbers, before it sizes the loan.
1. Split the revenue the way a lender will
Ask the seller for revenue by month for the last two years, split by job type: retail re-roofs paid by the homeowner, insurance restoration paid through a claim, and commercial work under contract. Each one is underwritten differently. Retail and commercial work repeat, while storm work follows the weather.
Then ask where the crews worked. A company that sends crews out of state after every storm earns revenue it cannot schedule, and the lender will treat those jobs as the least repeatable line on the statement. A company that roofs one metro area year after year is a cleaner file.
Finish with the backlog. Signed contracts, approved claims waiting for a crew, and commercial jobs under way are the revenue you inherit on day one. Put each one in the data room with its contract or claim number.
2. Price it on the slow year
A seller will price the business off the storm year, so your offer and your debt have to rest on a year the company can repeat without a single hailstorm. Build the model on the slow year. Treat any storm revenue above it as upside.
Cody Sechelski worked with Raises.com® on capital structure and lender sourcing for the first acquisition of his Texas HVAC roll-up, closed in 2026. His file credits two things for getting it to the wire: the seller's patience and a stack built to survive a recession. A roofing deal needs the same discipline. If the debt only works in a storm year, the stack is wrong.
3. Run the key-man test on the license and the crews
Many roofing companies hold their contractor license through the owner, as the qualifying person on file with the state board, so the license can walk out the door with the seller. Ask the licensing board how a change of ownership works. Then decide who qualifies the company after close.
The seller can stay on as the qualifier for a set period, a manager on staff can hold the license, or you can get licensed yourself before closing. Write the answer into the purchase agreement. Check every manufacturer certification the same way, because some are tied to the company and some to the people.
The crews are the second half of the test. Find out which crews are employees and which are subcontractors, who the foremen are, and who hired them. A crew that follows its foreman to a competitor takes your capacity with it.
Cody's file names what separates the deals that close: clean financials that agree with each other, a business that survives the key-man test, and a team that keeps moving when the process drags. In roofing, the key man is often the license holder.
4. Move the insurance and the bonding before close
General liability and workers' compensation premiums are priced partly on the company's own claims history, so get the loss runs early. A claim-heavy history raises the premium you inherit. It also tells you how the crews work.
Bonding is underwritten on you. A surety that bonds the seller's company reads the new owner's financials and usually asks for a personal indemnity agreement. Start that application early. A commercial roofer without its bonding line cannot bid the bonded jobs that made its revenue.
Then settle the warranties. Read the workmanship warranties on the seller's past jobs, because a leak next spring lands on your crews. Hold back part of the price in escrow for warranty claims, or write the seller's responsibility into the agreement.
5. Build the stack in three layers
The SBA lends to operating businesses, so an SBA 7(a) loan fits when your company will run the roofing business and the deal sits under the $5M cap. Seller participation comes next. A seller note or a rollover keeps the seller invested while the license and the crews move to you. Investor equity in an SPV fills the rest, and the SPV files Form D within 15 days of the first sale.
Expect the debt to take more than one lender. Cody's capital came from a tournament across multiple capital firms, and the final lender quoted three weeks and took two. The seller waited because the structure and the story held.
The story matters as much as the numbers. Hunter Ballew worked with Raises.com® on the legal frameworks and the narrative behind his capital strategy for Roofing.com. His file does not describe buying a roofing contractor. Cody's is an HVAC business, so neither client file here is a roofing acquisition. In a roofing deal, the narrative a lender believes is the one that explains the storm year honestly.
Retail vs insurance vs commercial roofing revenue
| Question | Retail re-roof | Insurance restoration | Commercial roofing |
|---|---|---|---|
| Who pays | The homeowner | The homeowner's insurance carrier, through the claim | The building owner or the general contractor |
| What drives volume | Roof age and referrals | Storms | Bids, contracts and maintenance agreements |
| How a lender reads it | Repeatable | Event-driven, so it is averaged or set aside | Repeatable when contracts back it |
| Paperwork to show | Signed contracts and job costing | Claim files, supplements and carrier payments | Contracts, bonds and the backlog |
| Main collection risk | Slow pay or homeowner financing that falls through | Carrier delays and supplement disputes | Retainage held until the job closes out |
Frequently asked questions
Can I use an SBA loan to buy a roofing company?
Yes, when your company will operate it, the deal fits under the $5M SBA 7(a) cap, and you meet the SBA's eligibility rules. The lender will want the license question answered. Bring the qualifier plan to the first call.
How does a lender treat storm revenue?
As event-driven revenue, read against the slower years around it. Show monthly numbers by job type for the last two years. Expect the storm year to be averaged or set aside.
What happens to the contractor license when a roofing company is sold?
If the seller is the qualifier, the license can leave with the seller. Keep them on as the qualifier, license a manager, or get licensed yourself before close. The state licensing board sets the steps.
Who pays for warranty claims on roofs the seller installed?
Whoever the purchase agreement makes responsible. Without a clause, your crews fix the leak. Hold back part of the price in escrow for warranty claims.
Do I need bonding to buy a roofing company?
You need it if the company does bonded commercial work or the state requires a license bond. The surety underwrites you as the new owner, so apply before close.
Raises.com® builds the structure behind the purchase of a business or a building, roofing companies included: the PPM, the subscription and operating agreements, the CFA financial proformas and the data room. That keeps the raise legally and financially sound before a lender reads the storm year. See how acquisition capital gets structured at https://raises.com/buy-a-business, or book a strategy call at https://raises.com/call.
General information, not legal, tax, securities or investment advice. Laws, rates and programs change, and the details here may no longer be current. Confirm anything you plan to act on with your own counsel and accountant.