VALUE IS NOT TAKE-HOME CASH
What could you keep after selling your business?
Bridge a headline business value to seller equity, potential pre-tax proceeds, and estimated cash at closing. Model debt, transaction costs, seller financing, earnouts, and holdbacks without submitting your numbers.
Estimate my proceedsBROWSER-ONLY WORKSHEET
Bridge business value to cash at closing.
Your amounts stay in this browser. Only an anonymous completion count is recorded.
WORKED EXAMPLE
A $1 million valuation may not mean a $1 million wire.
This example isolates the transaction bridge. It does not estimate tax or assume that deferred consideration will be collected.
Headline operating value$1,000,000
Debt payoff− $100,000
Transaction costs− $75,000
Potential proceeds before tax$825,000
Seller note paid later− $100,000
Estimated cash at closing$725,000
READ THE OUTPUT IN LAYERS
Price, proceeds, and timing answer different questions.
Define what the headline value includes.
Operating value does not by itself settle cash, debt, normal working capital, inventory, real estate, or other negotiated adjustments.
Separate the closing wire from future consideration.
Seller notes, earnouts, and holdbacks can be part of the stated deal while remaining delayed, contingent, or exposed to collection risk.
Do not hide tax complexity inside one percentage.
The IRS explains that a business sale is generally treated as the sale of separate assets. Allocation and structure can change tax character, timing, and net proceeds.
PRIMARY GUIDANCE
Use the worksheet to ask better deal questions.
The SBA recommends valuing the business before marketing it and defining the sale agreement. IRS Publication 544 explains why selling a business is usually not treated as selling one asset and why allocation matters. Use qualified legal and tax advisers for the negotiated transaction.
START WITH OPERATING VALUE
Need the headline value first?
Create a private account, enter your industry, revenue, and normalized SDE, and see two current market references before modeling the deal bridge.
COMMON QUESTIONS
From valuation to seller proceeds
Is business value the same as what a seller takes home?
No. A market valuation commonly indicates operating-business or enterprise value. Seller proceeds can change after excess cash, debt, working capital, transaction costs, taxes, seller financing, earnouts, escrow, and other negotiated terms are reconciled.
Does business debt reduce seller proceeds?
Debt that must be repaid by the seller generally reduces the equity proceeds available to the owner. The precise treatment depends on the liability, the transaction structure, and the purchase agreement, so confirm payoff and assumption terms with the lender and transaction advisers.
Are seller notes, earnouts, and escrow part of the sale price?
They can be part of total consideration, but they are not cash received at closing. A seller note introduces buyer credit and repayment risk, an earnout is contingent on future terms, and escrow or holdback remains unavailable until its release conditions are satisfied.
Are inventory and working capital included in the price?
There is no universal answer. The purchase agreement should define the normal working capital, inventory, cash, debt, and other assets or liabilities included in the negotiated price. Enter only an adjustment both sides would actually make to the headline operating value.
Why does the calculator exclude tax?
A business sale is usually treated as the sale of multiple assets for US federal tax purposes, and the allocation can produce different tax treatment. Basis, depreciation recapture, entity type, asset-versus-stock structure, state rules, and installment terms all matter. A generic tax percentage would create false precision.