I sat with the owner the night the buyer walked away.
Backlog was 14 weeks. Margins were healthy. He had a number in his head and a buyer at the table. Four days on the floor with the buyer's ops team, and the offer came back 22% lower. Two weeks after that it was gone.
He couldn't figure out what happened. I could. I'd seen it on his floor before they did.
Five things. Every time.
- No standard work. Every part had three "right ways" depending on who was running it. He called it experience. The buyer called it three liabilities in matching shirts. They were right. You can't buy repeatability from a tribe.
- He was the system. No tier huddles, no visual KPIs, no morning standup that drove the day. He took two weeks off in February and on-time delivery dropped 14 points. PE saw that and discounted hard, because nobody pays a multiple for a plant that runs on one guy's nervous system.
- Changeovers nobody had ever timed. I walked the press shop with a stopwatch on day one. 47 minutes average, on jobs that should have been 12. That's not a tweak. That's roughly 18% of capacity he was leaving on the floor while telling himself the place was running flat out.
- Two people who could blow the whole thing up. His senior CNC programmer and his controller. Neither cross-trained, neither documented. The buyer's IC memo flagged both as "key person risk." Either one walks on day 91 of the earn-out and the deal unwinds.
- The culture was loyal, not capable. Tenure was high. Engagement was on the floor. The same five guys had raised the same five issues at every all-hands for eight years and nothing had moved. That's not a culture. That's a hostage situation in matching shirts, and everybody on the floor knows it but nobody says it.
Why this gap is killing valuations across Ontario right now
Business owners aged 55 and older now make up nearly three-quarters of Canada's small and medium-sized enterprise owners, and 76% plan to exit their business within the next decade (CFIB, Succession Tsunami, 2024). Buyers are showing up. Offers are softening, not because the businesses are bad, but because the operations underneath them can't survive the founder walking out the door.
You don't fix this in the 90/180 days before a sale. You fix it 24 to 36 months out. You build the operating system that lets the business run without you, and you capture that maturity in the multiple.
That's the work. Not a 60-page report. A plant that doesn't need you.
Common questions
What is operational due diligence in a manufacturing sale?
It is the buyer's review of how the plant actually runs: who makes decisions, whether processes are documented, how dependent the business is on the owner and a few key people, and whether performance will hold after the handover.
Why can a manufacturing deal fall through when the financials are clean?
Buyers pay for earnings they can keep. If the operation depends on the owner, knowledge lives in a few heads and routines are informal, the buyer sees risk and either lowers the offer or walks away.
How early should an owner prepare the plant for a sale?
Ideally a year or more before going to market. That gives time to document key processes, move decisions to supervisors and show a track record of the business running well without the owner in every decision.
Thinking about a sale or succession?
If you're an Ontario manufacturer thinking about a sale, a succession, or just sleeping through a weekend without your phone going off, thirty minutes costs nothing.
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