• Enterprise value vs. net proceeds: why the headline number isn’t the check you cash
• The biggest “below-the-line” items that reduce proceeds:
• Taxes (often the largest bite)
• Debt payoff in cash-free, debt-free deals
• Working capital targets and true-ups
• Professional fees (M&A, legal, tax, accounting/QoE)
• Timing vs. reduction: how escrow/holdbacks and seller notes can delay (not always reduce) proceeds
• Reps & warranties: why buyers want protection, and the two common ways to structure it (escrow vs. RWI)
• QoE + diligence: how add-backs get challenged, how deals get “retraded,” and how to defend your EBITDA
• The recurring theme: start early—prep with M&A, tax, and legal advisors before you’re in a live deal

If you want confidence in your outcome, don’t just ask “What’s my valuation?” Ask “What’s my take-home, when do I receive it, and what could reduce it?”

Other Episodes in this Series

• Episode 1: Knowing When It Is Time to Sell. Listen now >>
• Episode 2: Get Your House in Order. Listen now >>
• Episode 3: Valuation Drivers. Listen now >>

Listen to Shoot the Moon on Apple Podcasts or Spotify.

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