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Acquisition proceeds calculator

Turn a headline sale price into cash: subtract the earnout, the escrow, debt, and fees, and see when the money arrives.

Learn the idea behind this tool

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From the headline price to cash

A buyer offers $120M for Northwind. Change the deal terms and see what the shareholders get, when they get it, and what the founders keep.

$120M

Part of the headline. The buyer pays it later, only if the company gets to its targets.

21%

Buyers paid 21% of the maximum earnout dollars in SRS Acquiom data.

10%

Median 10% of the deal in 2025 deals that had one.

0%

Paid from the closing price, before any shareholder.

The buyer pays with
Headline
$120M
Shareholders get
$104.2M
86.83% of the headline
Founders get
$40.47M
If all $120M came at closing: $49.09M
Shortfall
$8.62M
for the founders, against the headline

When the money arrives

Payments from the buyer to the shareholders
PaymentMonthAmountFounders so farPaid so far
At closing0$90M$32.73M$90M
Escrow release12$10M$38.18M$100M
Earnout21$4.2M$40.47M$104.2M

The founders' payout

On the headline
$49.09M
At closing
$32.73M
At month 12
$38.18M
At month 21
$40.47M

The headline says $120M. The shareholders get $104.2M over 21 months: $90M at closing, $10M when the escrow ends, and $4.2M from the earnout.

The founders get $40.47M, $8.62M less than the $49.09M that the headline suggests.

The founders' amounts use Northwind's cap table and its 1x non-participating preferred stock. The widget does the waterfall again at each payment, and it gives every holder the same mix of cash and stock. A real merger agreement can divide escrow, earnout, and stock in a different way.