Transaction basics
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Working capital adjustment
Leave both fields at zero if there is no WC adjustment in the deal. A positive adjustment increases seller consideration; a negative decreases it.
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Existing debt payoff
Debt the seller repays at closing from proceeds — not buyer financing. Leave at zero if the business closes debt-free.
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Advisor fees
5% on first $1M · 4% on second $1M · 3% on third $1M · 2% on fourth $1M · 1% above $4M
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A retainer already paid is a sunk cost — only the credited portion reduces what's owed at closing.
Transaction costs
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