The first conversation between the buyer and seller at Roberts Engineering happened more than two years before the deal actually closed. Both sides knew the logic. The founder wanted to step back and cash out of a firm he had built. His long-tenured senior engineer wanted to own the practice he had helped grow. They had worked alongside each other for years.
And yet, the deal stalled. For 24 months.
Three things kept it from moving: financing, price, and control. Alone, any one of these is a common friction point in architecture and engineering (A/E) succession. Together, they form the knot that kills most internal transitions before they ever reach a term sheet.
If you link the seller's retirement to the buyer's autonomy, the deal does not close. Breaking that link is the whole job.
Financing. The buyer was a working engineer with real operational equity in the firm, but he did not have the cash to purchase a 28-person practice outright. The only path both sides had seriously considered was seller financing, where the seller carries a multi-year note and effectively becomes the buyer's bank.
Price. Every valuation conversation in an internal sale runs into the same problem. The seller wants retirement security. The buyer wants a number the firm can afford to repay from operating cash flow. Without an independent lens, those two numbers rarely meet on their own.
Control. This was the quiet killer. Because seller financing was the assumed structure, the seller reasonably wanted governance rights until the note was paid off. Ten or fifteen years of post-close oversight is not a retirement, it is a second job. The buyer, meanwhile, was not going to run a firm he now owned on a leash.
In early 2026, Allen Business Advisors brought Roberts Engineering into a structured process. John Allen started where every credible internal sale has to start: with an independent valuation.
Valuation is not a single number. It is a defensible range supported by EBITDA, backlog, project concentration, owner dependence, and comparable transactions. Grounding the price in a third-party analysis did two things at once. It removed the seller's fear of leaving money on the table, and it gave the buyer a number he could actually underwrite to a lender.
With a real valuation in hand, Roberts Engineering moved into SBA-backed financing. The Step-Up Legacy Plan™ is built for exactly this situation. The SBA 7(a) loan funded three things, not just one: the purchase of the business, the working capital the new owner would need on day one to keep projects moving, and the closing costs that would otherwise eat into the seller's check.
When a lender funds the transaction, the seller gets paid at closing. Not in year five. Not on a ten-year earnout tied to earnings the seller no longer controls. At closing.
That is the moment the control conversation resolves itself. A seller whose proceeds are already in the bank does not need to sit on the cap table, second-guess hiring decisions, or block investment in new pursuits. They can consult if they want to. They can walk away if they want to. That is the entire point of the Buying Out the Boss™ structure, and it is what unlocked Roberts.
A seller who is fully paid at closing has nothing left to protect. The buyer gets the firm. The seller gets their retirement. The control question becomes a preference, not a fight.
Roberts Engineering is not an unusual firm. It sits squarely in the profile most ACEC Minnesota and NCSEA member firms fit: 10 to 50 employees, profitable, founder-led, with one or two obvious internal successors who do not carry buyout capital on their own balance sheet.
For firms in that range, common deal structures for A/E firm buyouts increasingly lean on SBA-financed internal transitions rather than ESOPs. Traditional ESOPs cost $150,000 to $300,000+ to set up, have high annual maintenance costs, and work best for firms with gross sales over $15,000,000. Below that threshold, the math rarely works, and the Step-Up path is almost always the better answer.
Sell to your employees. SBA Bank financing is arranged with a 5% down payment. Get paid at closing. (Not an ESOP)
The two-year delay at Roberts was not caused by bad intentions or bad chemistry. It was caused by a deal structure that forced the seller to stay involved in order to get paid. Once the financing changed, the control problem disappeared with it, and both sides got what they wanted.
If you own an A/E firm between $1M and $10M in revenue and you are starting to think seriously about your own exit, the starting point is the same as it was for Roberts: an independent valuation and a real conversation about what an SBA-backed internal sale would actually look like. Schedule a Confidential Consultation with John Allen.
