Sell an Aerospace or Defense Manufacturing Company | SoCal
Aerospace & Defense M&A

How to Sell an Aerospace or Defense Manufacturing Company

Machine shops, special-process houses, and component makers serving aerospace primes and defense programs sell differently. Here is what your company is worth, who buys it, and how certifications, ITAR, CMMC, and customer approvals shape the deal.

California business broker, DRE #02372118 Member, CABB, IBBA & ACG LA Accounting & Business, CSU Northridge U.S. Marine Corps Veteran Bilingual English & Spanish

Quick answer

To sell an aerospace or defense manufacturing company, prepare clean adjusted financials, confirm your AS9100, NADCAP, and ITAR status, close any cybersecurity gaps, and document your programs, backlog, and customer approvals. Then run a confidential, competitive process with private equity-backed aerospace platforms, strategic suppliers, and qualified individual buyers. Most sell on a multiple of adjusted EBITDA, and certifications, program diversity, and long-term agreements drive the multiple.

Why selling an aerospace or defense supplier is different

A buyer of an aerospace supplier is not just buying machines and a customer list. They are buying years of qualifications that a competitor cannot quickly copy.

Qualification is the moat. Every approved part, first article inspection, special-process approval, and spot on a customer’s approved supplier list took time and money to earn. Moving a qualified part to a new supplier is costly for your customer, which makes your revenue sticky and valuable. Buyers pay for that stickiness.

Programs, not just customers. Your revenue is tied to specific aircraft, engines, missiles, satellites, and defense platforms. Buyers look at which programs you are on, where each is in its life cycle, build-rate trends, and how much of your revenue rides on any single program.

Regulation follows the company. ITAR registration, export controls, cybersecurity requirements for defense information, and in some cases a facility security clearance all affect who can buy the company and how the deal is structured.

The buyer pool is deep and active. Aerospace and defense is one of the most consolidated corners of the lower middle market. Private equity-backed platforms actively acquire certified machine shops and special-process houses to add capacity and capabilities, which creates real competition for well-run suppliers.

What is an aerospace or defense manufacturer worth?

Companies at this level are usually valued on a multiple of adjusted EBITDA: earnings before interest, taxes, depreciation, and amortization, normalized for owner compensation and one-time items. Smaller owner-operated shops are typically valued on seller’s discretionary earnings (SDE). The multiple depends on where you sit in the supply chain and how defensible your position is.

Company profileTypical earnings basisGeneral multiple rangeWhat drives the range
Owner-operated job shop, under ~$1M earningsSDE2.5x – 4x SDEOwner dependence, equipment age, customer concentration
Build-to-print machine shop, AS9100Adjusted EBITDA4x – 6xProgram mix, on-time delivery, quality ratings, team depth
Certified shop with special processes and LTAsAdjusted EBITDA6x – 9xNADCAP approvals, long-term agreements, multi-axis capability
Proprietary products, sole-source, or aftermarketAdjusted EBITDA8x and higherOwned designs, sole-source positions, recurring spares and repair revenue

General ranges for discussion only. Multiples move with interest rates, build rates, defense budgets, and buyer demand, and every company is different. A confidential valuation is the only way to know where yours falls.

Not sure whether to sell, partner, or wait? My Exit Options Study compares selling all of the company, selling a majority to a private equity platform and keeping a stake, and holding for growth, side by side.

What raises and lowers your multiple

What buyers pay a premium for

  • AS9100 plus NADCAP approvals for special processes
  • Long-term agreements and multi-year backlog
  • Sole-source or single-source part positions
  • Revenue spread across several primes, Tier 1s, and programs
  • A healthy mix of commercial aerospace and defense work
  • Strong on-time delivery and quality scorecards
  • Modern 5-axis, multi-axis, and automated equipment
  • A quality manager and shop leadership who run the floor without you
  • Documented cybersecurity compliance and a current NIST score
  • Proprietary products or aftermarket spares and repair revenue

What buyers discount for

  • One customer or one program above roughly 30% of revenue
  • Exposure to a program winding down or losing build rate
  • Lapsed certifications or open audit findings
  • Quality escapes, late deliveries, or probation with a customer
  • Owner holds the customer relationships and does the quoting
  • Aging equipment and deferred capital spending
  • Cybersecurity gaps against DFARS and CMMC requirements
  • An aging machinist workforce with no succession
  • Weak or tax-driven financial statements
  • Unresolved environmental issues at the facility

Who buys aerospace and defense suppliers?

Reaching several buyer types at the same time is how you create competition. Each values your company for different reasons.

Private equity aerospace platforms

PE-backed groups buying certified shops and special-process houses as add-ons. Often the most aggressive bidders, and many allow you to keep a stake for a second payday.

Strategic suppliers

Larger Tier 1 and Tier 2 suppliers adding capacity, a new process, a customer relationship, or a Southern California footprint.

Family offices and independent sponsors

Long-term capital that values stable cash flow and is often willing to keep your name, your team, and your location.

Management and employees

A management buyout or ESOP can protect your people and your legacy, often with some seller financing.

Qualified individual buyers

Experienced operators using SBA or conventional financing, most common for smaller owner-operated job shops.

Foreign buyers

Sometimes the highest bidders, but they add ITAR, CFIUS, and security-clearance steps that must be weighed carefully.

ITAR, CFIUS, CMMC, and your contracts

These issues rarely kill a well-prepared deal. They cause trouble when they are discovered late. I coordinate them from day one with your export-control counsel, M&A attorney, and CPA.

ITAR registration and export controls

If you are registered with the State Department’s Directorate of Defense Trade Controls, changes in ownership must be reported, and a sale to a foreign person requires advance notice, generally at least 60 days before closing. Export-controlled drawings and technical data must stay out of reach of foreign persons during diligence, which shapes how the data room is built.

CFIUS and foreign ownership

A foreign buyer of a U.S. company working on defense programs or critical technologies may require review by the Committee on Foreign Investment in the United States, and in some cases the filing is mandatory. If you hold a facility security clearance, foreign ownership, control, or influence must be reported and mitigated.

Cybersecurity: DFARS, NIST SP 800-171, and CMMC

Defense suppliers that handle controlled unclassified information are expected to meet NIST SP 800-171 and post an assessment score, and CMMC certification is being phased into Department of Defense contracts. Buyers now review this early. A documented, current compliance position protects both value and timeline.

Contract transfers, consents, and size status

In a stock sale your contracts usually stay in place. In an asset sale, prime government contracts generally require novation, and many purchase orders and long-term agreements from primes require consent to assignment or include change-of-control terms. If you hold small business set-aside work, size status may need to be recertified after closing. Deal structure should be chosen with all of this in mind.

I am not an export-control or government-contracts attorney. These summaries are general information, and specific questions are handled with your legal counsel.

How to prepare your company for sale

Twelve to twenty-four months of preparation can add a full turn or more to your multiple. Start with the items buyers check first.

How the sale works

A prepared, competitive, confidential process built for aerospace and defense diligence.

Objectives and options

We start with what you want: a full exit, a partial sale with a second bite, or a transfer to your team. Then we compare the options.

Valuation and readiness review

A defensible value range and a list of certification, compliance, and customer issues to address before going to market.

Confidential materials

A confidential information memorandum built around your capabilities, certifications, programs, and backlog, with export-controlled data kept separate.

Targeted buyer outreach

No-name outreach to screened aerospace platforms, strategic suppliers, family offices, and qualified buyers under non-disclosure.

Competing offers and LOI

Buyers are run on a timeline so offers arrive together, and we select the letter of intent with the best balance of price, terms, and certainty.

Diligence, consents, and closing

We manage quality, customer, cybersecurity, and export-control diligence, coordinate customer consents and notices, and drive the deal to closing.

Selling an aerospace supplier in Southern California

Southern California is one of the largest aerospace and defense manufacturing regions in the country, and buyers know it.

The supplier base runs from the South Bay (El Segundo, Torrance, Hawthorne, Gardena) through the San Fernando Valley (Chatsworth, Burbank, Sun Valley) and the Santa Clarita Valley (Valencia), up to the Antelope Valley (Palmdale and Lancaster), west into Ventura County (Simi Valley, Camarillo, Oxnard), and south and east into Orange County and the Inland Empire. Shops in these corridors sit close to major primes, space companies, and defense programs, which is part of what makes them attractive to buyers.

California also brings specific considerations: higher labor and facility costs, state environmental rules for plating, coating, and chemical processing, and a competitive market for skilled machinists. A buyer will price all of it, so the story needs to be told clearly and backed by numbers.

I am based in Santa Clarita and serve owners across Los Angeles, Ventura, San Bernardino, Riverside, and Orange County. As a U.S. Marine Corps veteran, I understand the mission behind defense work and the care it requires. If your company also has real estate, it can be sold with the company or leased back, handled under my California DRE license, #02372118.

Related reading: how to sell a machine shop, how much is a manufacturing company worth, and selling a $2M to $50M company.

Aerospace and defense sale questions, answered

Most aerospace and defense suppliers in the lower middle market are valued on a multiple of adjusted EBITDA. As a general guide, smaller build-to-print job shops often trade around 4x to 6x EBITDA, certified shops with special processes, long-term agreements, and diversified programs often reach roughly 6x to 9x, and companies with proprietary products, sole-source positions, or aftermarket revenue can command more. Smaller owner-operated shops are usually valued on seller's discretionary earnings instead. Your actual value depends on your certifications, customers, programs, margins, and team.

Yes. AS9100 is effectively the entry ticket to most aerospace supply chains, and NADCAP accreditation for special processes such as heat treat, chemical processing, NDT, or welding is expensive and slow to earn. Buyers pay for certifications because they would otherwise spend years and significant money to get them, and because they come with approved-supplier status at your customers.

ITAR registrants must notify the State Department's Directorate of Defense Trade Controls of changes in ownership or control, and a sale or transfer to a foreign person requires advance written notice, generally at least 60 days before closing. Buyers also need to understand how controlled technical data will be handled during diligence. These steps should be planned with your export-control counsel early in the process.

Sometimes, but it adds steps. A foreign buyer may trigger a CFIUS review, ITAR advance notice requirements, and, if you hold a facility security clearance, foreign ownership, control, or influence mitigation. Many owners run a process focused on U.S. buyers for simplicity, while still considering foreign buyers when they offer a clearly better outcome.

It depends on the deal structure. In a stock sale the contracting entity stays the same, so contracts usually continue, subject to any change-of-control terms. In an asset sale, prime government contracts generally require a novation agreement with the government, and subcontracts and purchase orders from primes often require the customer's consent. Small business size status may also need to be recertified after the transaction.

Buyers now ask early about your compliance with DFARS cybersecurity requirements, your NIST SP 800-171 assessment score, and your readiness for CMMC, which is being phased into Department of Defense contracts. A gap can reduce value or stall a deal, so it is one of the first items to review before going to market.

The most active buyers are private equity-backed aerospace platforms building out capabilities through add-on acquisitions, larger strategic suppliers adding capacity or a special process, family offices, and independent sponsors. Individual buyers using SBA financing are common for smaller job shops. A competitive process that reaches several of these groups at once produces the strongest price and terms.

Most sales take nine to twelve months from preparation to closing. Aerospace and defense deals often need extra time for quality-system and customer diligence, export-control and cybersecurity review, and customer consents, so preparing those items before going to market shortens the timeline.

Your company is marketed on a no-name basis, buyers are screened and sign a non-disclosure agreement before learning your identity, and sensitive information is released in stages. Export-controlled technical data is kept out of the general data room and only shared under proper controls with eligible buyers.

It depends on your goals. Some owners sell the real estate with the company, others keep it and sign a long-term lease with the buyer for ongoing income, and some complete a sale-leaseback. Any real estate component is handled under my California DRE license, #02372118, and the right choice is usually clearer after comparing the options side by side.

Martin Navarro, Business Broker

Martin Navarro, Business Broker

Martin Navarro is a California business broker, DRE #02372118, and a U.S. Marine Corps veteran. He is bilingual in English and Spanish and a member of the California Association of Business Brokers (CABB), the International Business Brokers Association (IBBA), ACG Los Angeles (Association for Corporate Growth), and the Santa Clarita Valley Chamber of Commerce. Franchise resales are a specialty within his full-service brokerage practice. Martin serves business owners across Los Angeles, Ventura, San Bernardino, Riverside, and Orange County, and throughout Southern California.

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