Business Cash-Out Calculator
Model your exit. Plug in your valuation, asking price, and preferred deal structure — see cash at closing, earnout schedule, and seller-note payout. Built for SMB sales under $10M.
Your deal
Click a structure below to load typical splits, or enter your own.
All cash
100/0/0 — strategic buyer, premium price often lower
60 / 30 / 10
Cash / earnout / seller note — most common SMB deal
50 / 40 / 10
Heavier earnout — buyer wants performance proof
40 / 30 / 30
Light cash — fastest close, biggest tail risk for you
Your proceeds
Earnouts depend on the business hitting agreed milestones (revenue, EBITDA, customer retention) — they are not guaranteed. Industry data suggests 30–40% of SMB earnouts are partially missed. Seller notes are subordinated to senior bank debt and depend on the buyer's post-close cash flow. The cash percentage is the only number you can really count on at closing.
When this makes sense — and when it doesn't
When it makes sense
- You're selling a business under $10M and the buyer is another SMB or a search-fund / individual buyer.
- You're confident the business will hit its targets and you're willing to share that upside with the buyer (earnouts can lift your total price 15–25%).
- You want to stay involved in the transition (1–3 years is typical for a seller-financed deal).
- Strategic / PE buyers are scarce in your niche, and these typical SMB structures are realistic.
When it doesn't
- You need 100% cash at close for tax, retirement, or health reasons — push for a cleaner all-cash deal even at a discount.
- You don't trust the buyer's ability to operate the business — both earnouts and seller notes assume the business survives.
- The buyer is loading the deal with contingent compensation just to make their price look bigger. A 30% cash / 70% contingent offer at $3M is rarely better than a 80% cash deal at $2.4M.
- You haven't modeled the tax hit — installment treatment (IRS §453) saves real money on earnouts and notes; cash gets taxed all in year one.
Quick reference. Industry-typical SMB deal structures cluster around 50–70% cash at close, 20–40% earnout over 2–4 years, and a 5–15% seller note at 6–8% over 3–7 years. Anything well outside that band deserves scrutiny.
Which path fits you?
This tool helps three audiences. Pick the one that's you.
I'm a small business owner
Considering selling? We work with PE, strategic, and individual buyers across deal sizes.
Get capital →
I refer deals to Lending by JLFG
Business-sale brokerage as a complementary specialty when your MCA borrower exits.
Join the network →
I'm an institutional funder
Acquisition-financing deal flow paired with business valuation data.
Partnership inquiry →
Related tools
Business Valuation Quick-Pass
Anchor the cash-out math with a defensible valuation first.
CRE Cash-Out Refinance Calculator
Selling the operating business but keeping the real estate? Cash-out refi the building separately.
Equipment Sale-Leaseback Calculator
Pull more cash at closing by selling-and-leasing-back owned equipment.