About Us

This calculator was put together by a lower-middle market M&A professional who has spent years advising on the acquisition and sale of small and mid-size businesses. Over the course of that work, one pattern repeated itself again and again: founders and owners who had built remarkable businesses were sitting across the table from experienced buyers and their legal teams, encountering purchase agreement terminology for the very first time.

Earnouts, indemnification escrows, tipping baskets, rep survival periods — these are not obscure technicalities. They are provisions that can meaningfully affect how much money you actually walk away with, how long your financial exposure lasts after closing, and how much risk you retain in the years following the sale of your life's work. Yet for most first-time sellers, these terms are introduced by a buyer's counsel in a thick purchase agreement draft that arrives weeks into a negotiation process, at a point when deal momentum makes it difficult to push back.

The goal of mandacalc.com is straightforward: to give founders and sellers of small businesses fundamental purchase agreement knowledge so that they can evaluate offers and letters of intent with confidence — before they are sitting at the negotiating table, before they have signed an LOI granting exclusivity, and before they have retained counsel. Not to replace qualified M&A advisors or attorneys, but to make sure that when those advisors explain a term, it is not the first time you have heard it.

The calculator is built around the deal terms that matter most in lower-middle market transactions — the segment of the market where most small business sales occur and where sellers are least likely to have prior transaction experience. The ranges reflected in the calculator are drawn from publicly available market data and the author's professional experience in this segment.

Every founder who has built something valuable deserves to sell it with their eyes open. That is what this tool is for.

Disclaimer: The content on this website is provided for general informational and educational purposes only and does not constitute legal, financial, or tax advice. Use of this site does not create an attorney-client relationship. Always consult qualified M&A counsel and financial advisors in connection with any specific transaction.