THE VALUE WORKSPACE / Seller proceeds

The price is one number.
Your proceeds are another.

Separate cash at closing from debt payoff, transaction costs, and amounts you may receive later.

Build the closing picture

Example amounts are not Jaken fee quotes or tax estimates. Enter the terms from your offer and engagement letter.

Total headline consideration ($)Includes all cash, seller-note, earnout, and holdback amounts entered below.

Seller-financed principal ($)Part of the price received over time. Interest is not modeled.

Maximum earnout included in headline price ($)Contingent on future performance; not guaranteed cash.

Escrow / holdback ($)Part of the price not received at closing.

Seller debt payoff ($)Debt paid from proceeds at closing; exclude debt already reflected in the price.

Success fee assumption (%)Calculated on headline consideration in this tool. Your agreement may use a different base.

Additional fixed advisory fee ($)Add only fees not already included in the percentage.

Other closing costs ($)Legal, accounting, and other seller-paid costs. Do not repeat advisory fees.

Net closing price adjustment ($)Positive increases proceeds; negative reduces them. Enter the net effect of working capital or other agreed adjustments.

User-entered tax reserve ($)Optional amount supplied by you or your tax advisor. Zero means no reserve modeled—not no tax.

Your inputs stay in this browser tab. We do not send calculator figures to analytics or save them to a server.

UNDERSTAND THE METHODOLOGY

Follow the cash through closing

Gross cash consideration = headline price − seller note − earnout − holdback.
Fees = headline price × fee percentage + additional fixed fee.
Closing cash = gross cash consideration − debt payoff − fees − other closing costs + net closing adjustment.
Cash after reserve = closing cash − your tax reserve.

Keep the price basis consistent. If an offer is stated as enterprise value rather than equity proceeds, reconcile debt and cash treatment with your advisors before entering it. A holdback eventually released is still unavailable at closing.

Tax planning belongs outside a generic percentage

The reserve field is a manual planning input. This tool does not calculate capital gains, depreciation recapture, state taxes, installment-sale treatment, or asset allocation. Ask your tax advisor to estimate your liability. In applicable asset sales, the buyer and seller report purchase-price allocation using IRS Form 8594.

Continue your research

Working Capital in a Business Sale: The Seller’s Closing Worksheet →Earnouts When Selling a Business: Price, Control and Payment Risk →How Much Does a Business Broker Cost? Fees Sellers Should Compare →

Sources & scope

IRS: Form 8594, Asset Acquisition Statement ↗ — Asset-sale allocation reporting. The proceeds tool does not calculate tax liability.

Sources explain concepts, not the example inputs. Default multiples, fees, rates, and reserves are illustrative assumptions, not market quotes. Read our methodology policy.