Sell the Business, Get Paid — The Baratelli Institute

What decides your price

Three things, and they all come out of your own numbers. Get them right and buyers compete for you.

You can ask any number you want, but the business sells for what a buyer will pay — and on a Main Street deal that’s capped by what the buyer’s lender will finance. This package builds the evidence that wins all three.

What it really earnsA recast that shows your true owner benefit — the personal and one-time items split out of the GL, documented to survive diligence.

What that’s worthSDE or Adjusted EBITDA multiples to a defensible price — keyed to whether your buyer will run it or hire a manager.

Whether it financesThe buyer’s SBA loan run from your chair, so you set a price a buyer can actually fund — not one that dies at the bank.

What’s inside

A 14-tab workbook that thinks like a buyer and a lender, and a guide that assumes you’ve never sold a business.

The owner-benefit recast (SDE & Adjusted EBITDA) — a GL-level normalization schedule: owner comp, perks, retirement, non-working family on payroll, one-time items — each tied to the account it hides in, with a support note.
Valuation & asking price — SDE and EBITDA multiples to a defensible range, with a buyer-type switch (owner-operator vs. manager-run) that picks the right basis.
Is it financeable? — the buyer’s SBA loan at your price, the coverage, and the maximum price the cash flow will actually finance. The reality check that protects your deal.
Transferability scorecard — how dependent the business is on you, and what that does to the multiple.
Net proceeds after tax — the waterfall to what you actually keep, with the goodwill-vs-recapture allocation that moves the number.
Deal structure, quality-of-earnings prep, revenue & customer quality — everything diligence will test, prepared before it’s asked.
CIM builder, data-room checklist, buyer qualification & NDA, and a one-page Deal Summary for buyers and their lender.
The guide — Sell the Business, Get Paid: ten plain-English chapters and a full glossary.

One number pays for it

This isn’t priced against other spreadsheets. It’s priced against the sale.

Owners routinely leave six figures on the table by pricing on understated earnings, fumbling diligence, or accepting a structure that costs them after tax. A recast that defends a higher SDE, a price a buyer can finance, and an allocation that lowers your tax each move your proceeds by far more than the price of this package — and you keep the model for the next conversation with your broker.

How it compares

There’s cheap-and-generic, and there’s expensive-and-human. This is the gap in between.

Option	Cost	What you get
“What’s my business worth” online tools	$0	A multiple on unrecast numbers — no add-backs, no financeability, no package.
Business-valuation report	$1,500–$5,000	A value opinion — not a recast you build, not a sale package, not reusable.
M&A advisor / sell-side prep	%-of-deal or $5,000+ retainer	The real thing, by hand — and you still answer all their questions.
This package	$349	The recast, the financeable price, the after-tax net, and the buyer-ready package — productized and self-serve, in the format a broker and lender want.

Who it’s for

Owners preparing to sell — the core: the package and the plain-English guide to build it.

Business brokers — hand it to every seller at listing; clean books and a realistic price are your two hardest jobs, solved.

M&A advisors — sellers arrive prepped, so diligence confirms the numbers instead of re-trading them.

CPAs & exit planners — a ready model for the client thinking about an exit.

Owners a few years out — see the value gaps now, while there’s still time to fix them.

Buyers’ lenders — sellers who arrive financeable make cleaner files.

For business brokers & M&A advisors

Your two hardest jobs on every listing — clean financials and a realistic price. Hand the seller the answer, with your name on it.

A seller who shows up with a documented recast and a price a buyer can finance is the listing you want and rarely get. This guide and workbook produce exactly that — and it manages price expectations with math, not by arguing with your client. Everyone in the chain only gets paid when the deal closes; a seller who’s prepared, priced right, and diligence-ready is the one that closes.

Co-brand it free. Put your name, photo, and number on the tool and hand it to every seller at listing. Brokerage and association licensing available.

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Get the complete package

Sold as one — the guide and the workbook together. The guide is not sold separately.

The Complete Package

$349

The guide plus the 14-tab workbook — the owner-benefit recast, valuation, the financeability test, transferability, net proceeds after tax, deal structure, QoE prep, the CIM builder, data-room checklist, and the Deal Summary. Single-user license, updates within the edition.

Buy the package →

The sell side of the Baratelli SBA suite — it pairs with the 7(a) Acquisition edition your buyer will use, so both sides of the deal speak the same language. Lender, broker, and firm licensing available; contact the Institute.

Questions

Is this a business appraisal?: No. It’s a market-based estimate and a preparation tool — it builds your recast, prices the business the way buyers and lenders do, and assembles the sale package. A certified appraisal is a separate, formal opinion; this gets you ready to sell and to talk to your broker with real numbers.
Why does the recast matter so much?: Because buyers pay a multiple of earnings, and your tax return understates earnings on purpose. The recast adds back owner pay, perks, retirement, non-working family on payroll, and one-time costs to show what the business really delivers — documented so it survives the buyer’s quality-of-earnings review.
What if my price won’t finance?: Then it likely won’t close, because most buyers borrow. The workbook runs the buyer’s SBA loan at your price and shows the coverage and the maximum financeable price — so you either price to the market or bridge the gap with a seller note, deliberately.
Will I owe a lot of tax?: It depends on your entity, basis, and how the price is allocated between goodwill (capital gain) and equipment (recapture). The toolkit estimates the waterfall so you can plan and negotiate — but it’s a planning estimate, not tax advice; confirm with your CPA.
I’m a couple of years from selling. Too early?: It’s the best time. The transferability and value gaps you find now are the ones you still have time to fix — and fixing them is what raises the price when you do sell.

Backed by a 30-day money-back guarantee. Authored by Philip A. Baratelli, CPA, MBA — former public-company CFO, corporate controller and treasurer, and family-office CFO. The model and the guide he built so an owner could sell for what the business is truly worth.

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