Most entrepreneurs focus on the sale price. That big number on the front of the LOI or purchase agreement? That’s where all the attention goes. But here’s the truth: what actually ends up in your bank account—your cash at close—is a very different number.

And that number matters a lot more.

In this post, I’m going to walk you through how the money flows in a typical business sale, why it often surprises founders, and how to start thinking like a seller who’s ready—not just to exit—but to walk away with clarity and peace of mind.

Why the Sale Price Isn’t the Whole Picture

When you hear someone sold their business for $10 million, the question you should be asking is: “How much did they keep?”

Most people never do that math until they’re deep into a deal—or worse, after it’s closed. I see founders all the time who equate valuation with payout. But it doesn’t work that way.

“You’re selling for 10, but you might only be walking away with 4. That’s a big gap, and if you don’t plan for it, it’ll punch you in the gut.”

Here’s where the money actually goes before it ever gets to you:

• Broker Fees – Often 6%, but can range from 3% to 10% depending on deal size and effort involved.

• Legal Fees – These add up fast. For a $10M deal, $125K in legal is a safe placeholder.

• Accounting and Diligence Fees – Think $50K as a baseline.

• Debt Payoff – Any seller debt or credit lines get paid off at closing.

• Tax Allocation – This one varies wildly depending on deal structure and entity type.

If you’re not mapping this out, you’re just guessing. And guesswork costs money.

How the Waterfall Works (and Why You Need to Model It)

Imagine the total sale price as a waterfall. The money flows top to bottom, and everybody takes their cut on the way down. What’s left is what you keep.

Here’s a breakdown using a $10M sale:

Expense Item Estimated Amount Broker Fees (6%) $600,000 Legal Fees $125,000 Accounting Fees $50,000 Debt Payoff $3,000,000 Taxes (Fed + State) ~$2,000,000 Cash to Seller ~$4.2M

This is a simplified version, but you get the point. By the time the deal closes, what seemed like a life-changing number might be closer to a mid-career restart. That doesn’t mean the deal is bad—it means you need to plan.

“This isn’t about fear. It’s about facts. Knowing the math helps you make better deals, not just bigger ones.”

Why Entrepreneurs Avoid This (and What It Costs Them)

Founders are optimistic by nature. You’re wired to build, not nitpick spreadsheets. But that optimism can work against you when you’re preparing to exit.

The most common mistakes I see:

• Not estimating transaction costs early

• Avoiding the tax conversation until it’s too late

• Overvaluing what’s “left over”

• Thinking offers = outcomes

By the time you get an LOI, the clock is ticking. You won’t have time to model and re-model your payout structure without slowing the process—or missing your chance to negotiate better terms.

How to Start Modeling Your Payout the Right Way

If you want to know what you're really going to keep, start now.

I built a dynamic calculator for exactly this purpose. It’s designed for founders who need clarity before they’re deep in diligence. It walks you through each line of the waterfall, from gross price to net payout.

You can get a copy by emailing me at entrepreneurship@DuBos.me. I’m happy to share it.

“You can’t afford to wonder what you’ll keep. You need to know it, own it, and negotiate from it.”

Final Thoughts: Don’t Just Sell—Exit With Eyes Wide Open

The number you brag about isn’t the number you bank.

Selling your business is emotional. It’s exciting. It’s the end of one chapter and the start of another. But in the middle of all that, don’t lose sight of the money math.

Here’s what to remember:

🔁 Quick Recap: What to Watch Before You Sell

• The sale price is not your payday—it’s the starting point.

• Fees, taxes, and debt reduce the number dramatically.

• Broker and legal costs alone can eat up hundreds of thousands.

• You must calculate your net before you negotiate your deal.

• A simple calculator can save you months of regret.

Know your number. Then go get it.