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Free valuation

Net proceeds calculator

Put in the headline price and the deal terms. See what lands in your account on closing day, what comes later and a rough after-tax range.

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Your offer

These are made-up example numbers for a $1.3M offer. Replace them with your own.

The price and how it is paid

That's $1.3M

The share of the price paid on closing day, including any escrow held back.

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Paid to you over time by the buyer.

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years

Yearly interest the buyer pays on the note.

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Paid only if the business hits targets after the sale.

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A share you keep in the buyer's company. Shown, but not counted in the totals.

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What comes out at closing

Loans, lines of credit and equipment notes the sale pays off.

That's $250K

Held back from the closing cash for a while in case of claims, then released.

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Deal costs below are our starting guesses. Replace them with your real quotes.

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Tax

A broad placeholder range, not a tax estimate. Your real rate depends on how the deal is structured, your state and when you are paid. Replace both with your CPA's number.

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What you walk away with

Cash on closing day
$595K
After debt payoff, deal costs and escrow. Before tax.
Money paid later, and at risk
$248K to $313K
Escrow, seller note payments and the earnout you might get.
After tax, over time
$515K to $734K
With your 15% to 30% tax assumption.

On a $1.3M offer, about $595K lands in your account on closing day. That is after paying off $250K of debt, $130K of deal costs and $65K held in escrow.

Another $248K to $313K comes later, if the buyer pays the note and the earnout targets are hit. That money is at risk: a seller note depends on the buyer's business doing well, and up to $98K of the earnout may never be paid.

After an estimated tax bill of $174K to $328K, you would keep roughly $515K to $734K over time.

How we got there

  1. Cash at closing = $1,300,000 x 80% = $1,040,000
  2. Escrow = $1,300,000 x 5% = $65,000
  3. Deal costs = $1,300,000 x 10% = $130,000
  4. Cash on closing day = $1,040,000 - $65,000 - $250,000 - $130,000 = $595,000
  5. Seller note = $130,000 over 5 years at 6%: $2,513 a month, $150,796 in all
  6. Earnout you might get = $130,000 x 25% to 75% = $33K to $98K
  7. Paid later = escrow + note + earnout = $248K to $313K
  8. Before tax = cash on closing day + paid later = $843K to $908K
  9. After tax, low = $843K - tax at 30% ($328K) = $515K
  10. After tax, high = $908K - tax at 15% ($174K) = $734K

Is $515K to $734K enough to retire on? Check the retirement gap

This is an educational estimate, not an appraisal. RetireFromTrades gives an illustrative range based on what you told us and on general market information. It is not a formal business valuation or appraisal, and it is not an offer to buy your business. We are not a business broker, M&A adviser, CPA, lawyer or financial adviser, and nothing here is legal, tax, accounting or investment advice. Real offers depend on your actual financial records, buyer diligence, deal terms and market conditions, and can be higher or lower than this range. Before you make any decision, talk to a licensed professional. If you ask, we can introduce you to an independent licensed business broker; we do not broker, negotiate or take part in any sale.

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How this works

The formula

  1. Cash at closing = price x cash at closing %
  2. Escrow = price x escrow %, held back from the cash at closing
  3. Deal costs = price x (broker % + legal % + accounting %)
  4. Cash on closing day = cash at closing - escrow - debt payoff - deal costs
  5. Seller note payments = the note paid monthly over its years at its interest rate
  6. Earnout you might get = earnout x the chance it is paid (low and high)
  7. Paid later = escrow + seller note payments + earnout you might get
  8. Estimated tax = (cash at closing + note payments + earnout - deal costs) x your tax rate
  9. After tax = cash on closing day + paid later - estimated tax

The assumptions

  • Deal costs start at 8% for a broker, 1.5% legal and 0.5% accounting, 10% of the price in all. These are our starting guesses. Replace them with your real quotes.
  • The tax range starts broad, 15% to 30% of the taxed amount. It is a placeholder, not a tax estimate. Replace both ends with your CPA's numbers.
  • The earnout starts at a 25% to 75% chance of being paid. Earnouts depend on targets after you leave, so set the low end to what you would be fine losing.
  • The seller note is paid in equal monthly payments. We assume the buyer pays it in full; in real life it is money at risk if the business struggles.
  • Rollover equity is shown but not counted in the totals. What it is worth depends on the buyer's company later.
  • Debt payoff and deal costs come out of the closing cash. Working capital and inventory adjustments are not modeled; ask your broker or attorney how your deal handles them.
  • The example ($1.3M offer) uses made-up deal terms. It is shaped like a question an HVAC owner asked in public: an offer of about $1.3M that nets about $700K after debt and tax.

Sources

Next step

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