Skip to content
Back to insights
Market reports Published November 2, 2023 5 min read

How to sell a construction or civil engineering company in Spain

Spain's post-2008 construction survivors are lean, technically capable and increasingly attractive to consolidators. If you own a Spanish construction, civil engineering or installations company, this article explains what drives valuations, how to handle bonds and guarantees in a sale, and what capital can do for a company with a solid order book.

BM

Blue Mountain Capital

Blue Mountain Capital

Share
Blue Mountain Capital | | 5 min read

If you own a construction company, civil engineering firm or specialised installations business — electrical, HVAC, plumbing, fire protection or telecoms — in Spain, you know better than anyone what it took to get here. The 2008 crisis eliminated thousands of companies in the sector. Those that survived did so through cost discipline, financial conservatism and the capacity to adapt to a market that looked nothing like the boom years.

Those companies have real value today. And they frequently find themselves at a turning point: a founder approaching retirement age, a sector in consolidation, and the question of what will happen to what has been built.

A sector in consolidation

Spanish construction has been consolidating for years, and the pace will accelerate over the next five to ten years. The large groups — ACS, Ferrovial, Acciona, Sacyr — continue growing through acquisitions of mid-sized companies. At the intermediate level, private equity funds are assembling specialised installations platforms. And at the base of the market, micro-contractors proliferate but with minimal margins and limited growth capacity.

Mid-sized companies — those generating between €5 million and €50 million in revenue — occupy a particular position. They are too large to compete on price alone with the smallest operators, but lack the scale to match the resources and track record of the major groups. To remain competitive, many need capital: to purchase equipment, to provide bonds, to absorb the payment cycle of public works contracts, to invest in certifications that open new markets.

This is precisely where a capital partner can change the company’s trajectory.

How construction companies are valued

Construction and civil engineering companies have a different valuation profile from other service sectors. The typical multiples — 3 to 5 times EBITDA — are lower than in technology or recurring-revenue services, for reasons that are straightforward.

A construction company’s order book is, by definition, temporary. A project ends. The next one must be won. That discretionary nature of revenues limits forward visibility and, with it, the multiple a buyer is willing to pay.

However, certain characteristics significantly elevate the valuation:

Multi-year maintenance and management contracts. If your company has multi-year contracts for infrastructure maintenance, facilities management or corrective and preventive maintenance for large clients, that creates a level of revenue recurrence that buyers value highly.

Diversification between public and private sector. A company that depends exclusively on public works is exposed to administrative budget cycles. One that balances public and private clients has greater resilience.

Technical specialisation. Generalist contractors compete on price. Those with specialisation — in energy renovation, in complex industrial installations, in hospital construction, in rail infrastructure — have competitive advantages that translate into margins and valuation.

Consolidated technical team. In construction, human capital is critical. Quantity surveyors, project managers and installation engineers with experience and certifications are not easily replaced. A strong technical team elevates the valuation and reduces transition risk.

Bonds and guarantees: the issue that always needs careful handling

In no sector are contingent liabilities as important as in construction. Tender bonds, performance bonds, post-completion guarantees and decennial insurance on buildings: all of this forms part of a construction company’s real balance sheet, even when it does not appear as debt in the accounts.

In the due diligence process for a construction company, the bond and guarantee analysis is always one of the most sensitive areas. Buyers want to understand total exposure, maturity dates, the probability that any bond will be called and the construction disputes that could give rise to claims.

This is not an obstacle to a sale. It is a sector reality that buyers who understand construction know how to manage. What matters is that the information is organised and documented, and that there are no hidden liabilities that surface after closing.

Understanding due diligence is essential for construction sellers. The typical structure in these transactions includes a protection mechanism: a price retention over a defined period, representations and warranties insurance, or specific indemnity agreements for identified contingencies. All of this is negotiable and does not prevent deals from closing.

Workforce and collective agreements

The Spanish construction sector has specific and complex labour regulation. The General Construction Collective Agreement, regional and provincial agreements, subcontracting rules and health and safety obligations are aspects that any buyer will examine in detail.

Companies with orderly labour management — properly formalised contracts, clear professional categories, a track record of health and safety compliance — sell with significantly less friction than those with accumulated irregularities in this area. If there are latent labour contingencies, it is better to address them before initiating a sale process.

As for the team itself, our experience is that good technical and site management teams remain when the company has an owner who invests in it. What causes talent flight is uncertainty and lack of direction. A well-communicated transaction, with a new owner who has a clear plan for the company, is typically well received by the workforce.

Capital to grow: when a sale is not the only option

Not every conversation about the future of a construction company ends in a full sale. There are owners who need not an exit but capital to grow: to buy equipment, to bid for larger contracts, to absorb the public works payment cycle.

At Blue Mountain, we also structure growth transactions in which the owner retains a meaningful stake and we provide the capital the company needs for its next phase. This approach can be particularly attractive for construction companies with a solid order book but a balance sheet under pressure from working capital requirements.

If your company has a firm project pipeline, a consolidated technical team and reasonable margins but needs capital to scale, the conversation is worth having.

The right moment to act

Knowing how much your company is worth starts with preparation. The worst time to sell a construction company is when the order book is empty, the cycle is at its lowest and financial pressure is maximum. In that situation, any buyer holds all the negotiating power.

The best time is precisely the opposite: when the order book is solid, current projects carry good margins and the company is in a positive cycle. At that point, you sell from a position of strength, not necessity.

If you are in that position — or if you want to prepare for it — contact us. The conversation is confidential and without obligation. Blue Mountain invests in companies of €3 to €50 million in revenue across all sectors, including construction, civil engineering and specialised installations.

Dirk Manuel Martens Jiménez Founder, Blue Mountain Capital

Share this article

At your disposal

If you wish to explore a potential collaboration or present an investment opportunity, we invite you to contact us. We guarantee absolute confidentiality in all our conversations.