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Offer to cash
From the offer to your wire What arrives on closing day
Type the offer, then the parts of it that don't arrive on day one. The calculator takes out debt, any working capital short of the agreed target, money held back for claims, an earnout, a seller note and any shares you keep. Then it shows what reaches your account at closing. The starting figures are a made-up example.
Figures: SRS Acquiom, deals closed 2019 to 2024Market Pulse through Q2 2026Read November 12, 2026
Free, no signupBefore taxesStarts on a made-up example
The offerCash at closing$19,400,000
A made-up example. Type the price in your letter.
Loans, lines of credit and equipment notes the company owes.
Working capital on closing day, against the target (the peg)
Working capital is what customers owe you, plus inventory, minus the bills you owe. You and the buyer agree on a normal amount the business hands over at closing. That amount is the target.
Less than the target by $300,000: that gap comes off your price.
What's the peg? See a made-up example
Held back for claims
Escrow is money held back after closing to cover claims. The medians are 10.0% of deal value without reps and warranties insurance and 0.35% with it, in SRS Acquiom's 2024 deals[1].
What you'll pay at closing for legal, accounting, tax and advisory work. It starts at $0.
Made-up example: cash at closing
$19,400,000
65% of the $30,000,000 offer arrives on closing day. Up to $6,300,000 more could come later.
From the offer to the wire
- Offer price$30,000,000
- Debt paid off at closingPaid to the lender at closing-$4,000,000
- Working capital against the targetLess than the target: the gap comes off-$300,000
- Held back for claimsPaid later if no claims-$3,000,000
- EarnoutPaid only if earned-$2,100,000
- Seller notePaid over time$0
- Shares you keepPaid at a later sale-$1,200,000
- Your costsLegal, accounting, tax and advisory$0
- Cash at closing$19,400,000
Paid later, if it all comes: $6,300,000.
In 100 deals with an earnout that SRS Acquiom tracked from 2021 to mid-2024, some earnout was paid in 59% of them. Across all 100, 21 cents of each possible earnout dollar had been paid so far[3]. Buyers had a median 12 months to bring general claims in its 2024 deals[1], and 15 months in its deals of $50,000,000 or less[4].
Free. Booked calls start at $700,000 in yearly profit.
An estimate from the figures you type. Taxes aren't taken out, and it isn't legal or tax advice.
Line by line
What each line means
In a few words each, and where to read more.
- Offer price
- The price for the whole company, cash-free and debt-free. You keep the cash, pay off the debt at closing and leave a normal level of working capital behind.From sale price to cash at closing
- Debt paid off at closing
- The company's loans are paid from the price on closing day, so they come off before the wire.
- Working capital against the target
- Working capital is what customers owe you, plus inventory, minus the bills you owe. The target, also called the peg, is the normal amount you and the buyer agree the business hands over at closing. Less than the target and the gap comes off the price. More and the extra is added.The working capital peg
- Held back for claims
- Escrow is money held back after closing to cover claims, paid to you later if no claims use it up.How much is held back, and for how long
- Earnout
- Part of the price, paid later only if targets are met.Earnouts: how much gets paid
- Seller note
- A loan you make the buyer for part of the price, paid back over time.Seller financing or all cash
- Shares you keep
- Rollover equity: part of your price kept as shares in the new company, paid only when that company is sold.Rollover equity
- Your costs
- What you pay from the proceeds: your attorney, your accountant and any success fee. Type your own total.
The cash line is where the count starts, not where it ends. In SRS Acquiom's deals closed 2019 to 2024, more than 90%[1] of private deals had a price adjustment after closing. The buyer's closing statement, which settles it, was due a median 90 days[5] after closing in its 2024 deals.
Questions
Offer to cash, plain answers
Is the offer price what I get at closing?
No. Debt, any working capital gap and money held back for claims come off, and part of the price may come later or as shares.
What is a working capital peg?
The peg is the amount of working capital you and the buyer agree the business hands over at closing. Come in under it and the price goes down by the gap. Come in over it and the price goes up. Working capital is the money tied up in running the business day to day: what customers owe you, plus inventory, minus the bills you owe.
What is a working capital true-up?
The price change after closing, once the real working capital is counted. If the business handed over less than the target you agreed (the peg), the price goes down by the gap. If it handed over more, the price goes up.
Do earnouts get paid?
Sometimes. In 100 deals SRS Acquiom tracked from 2021 to mid-2024, some earnout was paid in 59% of them.
Does this include taxes?
No. The proceeds calculator estimates taxes once you know the cash.
Sources
Where these numbers come from
- SRS Acquiom, 2025 M&A Deal Terms Study. Deals closed 2019 to 2024. Read November 12, 2026.
- IBBA and M&A Source, Market Pulse Q2 2026 Highlights. Second quarter of 2026. Read November 12, 2026.
- SRS Acquiom, M&A Earnout and Milestone Trends. Deals closed through 2025. Read November 12, 2026.
- SRS Acquiom, M&A Insights newsletter, July 14, 2026. Deals closed 2020 to 2025. Read November 12, 2026.
- SRS Acquiom, 2026 M&A Working Capital Purchase Price Adjustment Study. More than 1,570 deals closed 2020 to the third quarter of 2025. Read November 12, 2026.
Outside figures are other publishers', named and dated, and they don't feed our calculator. How we use outside figures
Two good places to start
Holding an offer? Talk it through first
Get your own range first
The valuation asks what your company does, its sales and its profit. Then it asks your name, email and cell phone, and shows a range.