Got a PE / roll-up / DSO offer on your Illinois roofing business?

The earnings year. If they used the hail year, ask for a normalized case in the same letter. A hypothetical: $2.0 million SDE in a storm year versus $900,000 in a quiet year is not ‘about $1.45 million.’ It is two different companies.

The working-capital peg. Roofing eats materials and manufacturer credit. A peg that ignores job-in-progress will move six figures after you thought you had a deal.

The insurance-relationship language. If adjuster relationships are personal, the platform will want you employed — or they will cut price.

The structure. Asset versus stock changes Bulk Sales, manufacturer numbers, and your tax. ‘Buyer’s counsel to decide’ is not a neutral clause.

Home-repair consumer rules, municipal registrations, and lead-safe practices show up in platform diligence. They have seen sloppy files before. Yours will not be the first they use as a chip.

Bulk Sales on materials and equipment still applies. Yard and shop leases need assignment. Secretary of State filings follow the entity they want to keep for manufacturer accounts.

Ask for their normalized-year case in the same PDF as the storm-year case. If the letter only shows the hail year, you are the one who has to do the adult math. Do it before exclusivity, not during QoE when your leverage is gone.

Insurance-adjuster relationships that live in your phone are employment, not goodwill they will pay twice for. If you will not stay, they will cut price. If you will stay, read the noncompete as the price of that salary.

Manufacturer numbers and yard leases are Illinois closing items a national roofing platform has seen before. They will not waive them. Start Bulk Sales and landlord consent on a calendar that matches their diligence, not their slide deck.

Subcontractor classification is not a culture debate in Illinois. It is a diligence finding with a dollar sign. If your 1099 file looks like a crew, expect a chip or a delay. Clean it or own it.

Ask whether they underwrite retail reroof as the base and storm as upside. Letters that do the reverse are marketing. You can still take them. You should not go exclusive on them.

A second bidder — another roofer or a GC — is how you keep a platform peg honest. Representation exists for that reason. A success fee on a higher net beats a lonely letter with a storm-year smile.

Ask whether manufacturer credit is treated as debt, as working capital, or as a shrug. The shrug becomes a true-up. The true-up becomes a fight. Write the treatment in the LOI comments while you still have another bidder to mention.

A sales process that is only you at kitchen tables is employment they will demand or a haircut they will take. Pick one in the first call. A letter that praises your “brand” and ignores the closer is incomplete.

Compare a platform letter to a GC or another roofer on cash at close, not on adjectives. Representation exists to run that comparison. A success fee on a higher net is the product. A lonely storm-year smile is not.

Bring the letter. We will normalize the hail year on a whiteboard and decide whether exclusivity is rational. No upload. Success fee only if you engage a process after that conversation.

Roofing platforms love a busy claims year and then diligence it away. That is not bait-and-switch if you read the recast. It is bait-and-switch if you signed exclusivity on the storm-year multiple. Ask for a normalized case in the same PDF as the hail-year case. A hypothetical $2.0 million of owner earnings in a storm year versus $900,000 in a quiet year is not “about $1.45 million.” It is two different companies. Bring the letter to /contact.

Find the earnings year and the mix. Retail reroof is a base a buyer can underwrite without weather luck. Storm restoration is upside. Letters that reverse those piles are marketing. BizBuySell’s Q2 2026 market-wide 2.7× cash-flow multiple is the wrong tool for a storm-year argument and the wrong dismissal tool for a retail-heavy local roofer. Use a recast, not a slogan.

Find cash at close. Manufacturer credit, job-in-progress, debt on trucks, holdback, and rollover all come off the headline. See net proceeds. A peg that treats manufacturer credit like free cash will become a true-up. The true-up becomes a fight. Write the treatment in the comments.

Only 14 percent of owners in that Insight Report used a professional valuation. Roofing owners who list a storm spike as “the new normal” are how letters shrink in month three. Insurance-adjuster relationships that live in your phone are employment, not goodwill they will pay twice for. If you will not stay, they will cut price. If you will stay, read the noncompete as the price of that salary.

Home-repair consumer rules, municipal registrations, and lead-safe practices show up in platform diligence. They have seen sloppy files before. Yours will not be the first they use as a chip. Put the municipal list and the contractor-license holder in the first index. A national roofing platform has seen Illinois clerks. They will not waive them.

Bulk Sales on materials and equipment still applies. Form CBS-1 needs at least ten business days. Yard and shop leases need assignment. Will County and Kane County landlords can add a month without being hostile — they are just slow. Start them when the LOI is real. See IDOR CBS-1 instructions.

If they want the entity that holds manufacturer accounts, Secretary of State filings follow. Asset versus stock changes Bulk Sales, manufacturer numbers, and your tax. “Buyer’s counsel to decide” is not a neutral clause. Take it to a CPA. Form 8594 is why allocation is negotiated with price, not after the party.

Workers’ compensation and 1099 files are Illinois closing items. Platform environmental-health teams are not decorative. A yard that looks like a hobby will be photographed. Fix it before quality-of-earnings or own the chip. Noncompete radius after a storm-chasing year can be written broader than the towns you actually serve. Counsel reads it.

Educational only. Not legal or tax advice. Platforms do not waive Bulk Sales, Secretary of State filings, license updates, or lease assignment. We work on a success fee — no upfront listing fee.