Net proceeds
Net proceeds is what the seller actually keeps: enterprise value less debt, fees, working capital adjustments, deferred and contingent consideration, and tax.
In a sale
What comes off the price before the seller is paid?
Between the headline and the founder's account sit debt, fees, working capital adjustments, escrow, seller notes, earn-outs, rollover equity, and tax. Net proceeds, what is left, is the number that matters most to the founder, and it is often the last one worked out. Comparing offers on net proceeds, rather than on enterprise value, is how founders avoid choosing the wrong one.
Where it comes up
Read it in context
In the articles
- Where founders leave money on the tableMost of what founders lose in a sale is lost in their own decisions, and each one has a fix.
- Same business, two outcomesTwo identical businesses, one prepared and one not, sell for very different prices.
- What an LOI is really sayingThe headline is one term of nine. Here are the other eight.
- Strategic, platform, add-on, sponsor: who buys whatDifferent buyers pay for different things. The process should include several.
- Structure is priceTwo offers with the same headline can differ by millions in what you keep.
See the terms with your own numbers
The Go-To-Market Analysis (GTMA) builds the file a buyer would build on your business, before a buyer does.