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Sale Proceeds Waterfall Calculator

Sale waterfall breaks down gross sale to net proceeds.

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Net proceeds

$13,350,000

Total transaction costs

$36,650,000

Net % of sale

0.27%

How the math works

Net = sale − closing − commission − loan payoff − prepay − capital gains tax.

$50M − $750k − $1M − $30M − $400k − $4.5M = $13.35M net proceeds (26.7% of sale).

How to Use

  1. Enter sale price.
  2. Enter closing costs %.
  3. Enter commission %.
  4. Enter loan payoff + prepay.
  5. Enter capital gains tax.
  6. Read net proceeds.

Frequently Asked Questions

Typical waterfall?

Sale: $100M. Commission: -$2M. Closing: -$1.5M. Loan payoff: -$60M. Prepay premium: -$1M. Capital gains tax: -$6M. Depreciation recapture: -$4M. Net to seller: $25.5M (25.5% of sale).

Common deductions?

Seller's credits to buyer (deferred maint, TI). Pro-ration adjustments (tax, insurance). Prepaid rents transferred. Security deposits transferred. Utility pro-rations. Each reduces net at closing.

Timing considerations?

Close early in tax year (capital gains) to maximize 1031 window. Close late if facing tax income. Match closing date to buyer requirement (often specific). Model timing carefully with tax planning.

How often should I rerun this?

Rerun this calculator whenever inputs change materially — new rent roll data, rate moves, loan balance updates, or quarterly operating data. For active deals, monthly refresh is typical. For stabilized assets under monitoring, quarterly is fine. Treat the output as a decision tool, not a one-time answer — market conditions evolve and so should your analysis.

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