# The Owner's Exit Plan

> Tax and money planning for owners selling their business to private equity. Published by Qubera Wealth Management, a fee-only fiduciary registered investment advisor in Los Angeles, California, founded by Nirav Desai. Written at a 7th to 9th grade reading level for owners of trades and professional-services businesses whose companies are being acquired by private equity backed platforms, and for owners who have already sold. Educational, not tax, legal, or investment advice. Figures checked September 2026.

## Who this is for
Owners of HVAC, plumbing, electrical, IT managed services, accounting, insurance, marketing, and consulting or staffing businesses (exits under $20 million) who have received or expect a private equity offer, hold rollover equity in a platform, or have already sold and want to plan around the tax bill, the rollover, and what to do with the proceeds.

## After the sale

- [You sold your business. Here is what the first year decides.](https://sellingtoprivateequity.com/i-sold-my-business-now-what): Post-sale pillar for owners who have sold a business to private equity. After closing, net worth is a cash lump sum plus an illiquid rollover stake behind the lenders and the sponsor's preferred return, which should be planned as if worth zero. The first year decides three things: handling concentration by diversifying the liquid proceeds rather than hedging the unsellable rollover; using the low-tax years after the sale (not the high-tax sale year) for Roth conversions and gain harvesting; and replacing lost business income from the portfolio at a realistic return rather than the 20-30% an owner earned on their own company. Immediate steps are small (reserve the tax, park proceeds in Treasuries or a money market, avoid permanent moves for weeks). Former owners lose the business retirement plan, the self-employed health insurance deduction, and QBI. Earnouts, notes, and the eventual rollover sale create future tax bills. Honest about when an advisor is and is not needed.
- [How to invest the money after you sell your business](https://sellingtoprivateequity.com/how-to-invest-proceeds-from-a-business-sale): Post-sale guide on investing the cash proceeds from a business sale in 2026. The first step is deciding how much income the portfolio must replace each year, which sets the needed risk, not the size of the lump sum. The central danger is expecting a diversified portfolio to earn the 20 to 30 percent an owner made on their own company; reaching for that return causes excessive risk. Build a diversified, low-cost core sized to the income need and treat rollover equity as separate speculation. Move in from cash in steps, holding Treasury bills or a money market fund first, keeping a few years of spending in safe assets. Asset location for 2026: bonds and REITs in tax-deferred accounts, equities and municipal bonds in taxable, highest-growth holdings in a Roth. Rebalance in a tax-aware way in low-income years, using long-term capital gains rates and losses. A simple index portfolio plus a good CPA is enough for many sellers; complexity earns its fee with a rollover, concentration, estate, or multi-year tax picture. No performance projections.
- [Living with your rollover equity after the deal closes](https://sellingtoprivateequity.com/managing-rollover-equity-after-the-sale): Post-sale guide to living with rollover equity already held after a private equity sale in 2026. The stake is a minority, illiquid common-equity interest behind the lenders and the sponsor's preferred return, paid last and possibly worth zero. A partnership rollover can create phantom income taxed on a K-1 without cash, so tax distributions matter and reserves should be kept. Information rights vary by agreement and should be used to judge progress toward the next sale. At the next sale the owner may be cashed out, asked to re-roll, or moved into a continuation fund, a related-party deal that deserves scrutiny. Good-leaver and bad-leaver terms decide what happens to the stake on departure. The eventual sale is a second bite, generally long-term capital gain plus 3.8 percent NIIT (around 23.8 percent federal), with a possible Section 751 ordinary slice for a partnership. Gifting units while value is low moves future growth out of the estate; the 2026 federal exemption is $15 million per person, and New York's is far lower. Plan life as if the rollover is worth zero and diversify everything else. No performance projections.
- [The low-tax window after your sale, and how to use it](https://sellingtoprivateequity.com/the-year-after-your-exit-tax-and-roth-conversions): Post-sale tax-planning guide for the low-income years after a business sale in 2026. Once business income stops, the years before Social Security and required withdrawals are often the lowest-bracket years, ideal for Roth conversions and capital-gain harvesting. Convert pretax savings to a Roth by filling a lower bracket; the sale year is the wrong year because it is the highest-income year. Address the pro-rata rule by rolling pretax IRA balances into a 401(k) before a backdoor Roth ($7,500 plus $1,100 catch-up in 2026). Harvest long-term gains at 0 percent up to $98,900 of taxable income for a couple and 15 percent up to $613,700. Keep paying estimated taxes; earnouts and installment notes create future-year bills. Watch-outs qualitatively: IRMAA Medicare surcharges two years later, the 3.8 percent NIIT, and reduced ACA health-insurance credits before Medicare. Former owners lose the 20 percent QBI deduction, the self-employed health insurance deduction, and their business retirement plan. Converting after a completed move to a no-tax state avoids the old state's tax on the conversion. No performance projections.
- [Do you need a financial advisor after selling your business?](https://sellingtoprivateequity.com/do-i-need-a-financial-advisor-after-selling): Honest guide on whether an owner needs a financial advisor after selling a business in 2026. You may not need one if the exit was all cash and modest, there is no rollover, you live in a no-income-tax state, retirement is simple, and you are comfortable with a low-cost index portfolio plus a good CPA. Coordination earns its fee with a rollover stake (phantom income, second-bite tax), a concentrated position to unwind, a multi-year earnout, a large estate, a working spouse, or charitable goals; the value is coordination across investing, tax timing, and estate, not fund selection. Prefer a fee-only fiduciary, paid by the client rather than by commissions; fee-based advisors can also earn commissions. Ask whether they are a fiduciary in writing, exactly how they are paid, whether they earn commissions, total cost including fund fees, and who does the tax and estate work. An asset-based fee is a real conflict because the advisor earns more as you invest more. Qubera is a fee-only fiduciary charging flat-fee planning or an asset-based fee, disclosing the asset-fee conflict, and willing to say when you do not need it. No performance projections.
- [How much do you need to retire after selling your business?](https://sellingtoprivateequity.com/how-much-do-i-need-to-retire-after-selling): Framework for how much an owner needs to retire after selling a business in 2026, presented as a method rather than a guaranteed number. Start from the after-tax cash actually received, not the headline price, and plan the rollover as if it were worth zero. Estimate real yearly spending, subtract other income (spouse, pension, later Social Security), and the gap is what the portfolio must produce. Withdrawal rates size that gap: a sustainable rate is a small percentage of the portfolio, often discussed around 3 to 5 percent, but there is no guaranteed safe figure and it depends on age, spending flexibility, and other income. Budget the full cost of health insurance before Medicare at 65, since the business used to help pay it and marketplace credits fall as income rises. Social Security can be claimed from 62 to 70, with a larger monthly benefit for waiting. Stress-test against a bad early market (sequence-of-returns risk), higher inflation, and a long life, adjusting spending rather than relying on markets. Do not retire early on an uncertain future rollover payout. No performance projections or guaranteed-income language; withdrawal rates framed as ranges that depend on circumstances.

## Understand the deal

- [You are selling your business, or you just did. Here is the plan for the money.](https://sellingtoprivateequity.com/): Homepage of The Owner's Exit Plan, a site by Qubera Wealth Management for owners of trades and professional-services businesses (exits under $20 million) selling to private equity and for owners who have already sold. Leads with the after-the-sale problem (investing the proceeds, managing rollover equity, the low-tax window, replacing lost income), then covers the deal (how a sale is taxed, QSBS eligibility, rollover, deal structure), industry pages for HVAC, plumbing, electrical, IT managed services, accounting, insurance agencies, marketing, and consulting or staffing, an after-tax proceeds calculator with a QSBS toggle, a case study, and an honest account of when an owner does not need an advisor. Cross-links physicianbuyoutplan.com for medical and dental sellers.
- [Selling your business to private equity, start to finish](https://sellingtoprivateequity.com/selling-your-business-to-private-equity): Explanatory pillar on how private equity acquires owner-run trades and professional-services businesses in 2026. Private equity firms roll up fragmented industries: the first business bought is the platform (highest multiple), later businesses are add-ons folded into it (lower multiples), and the firm builds and sells the combined group in a few years (buy-and-build). Process: optionally an investment banker who runs a competitive process, then a letter of intent, a period of exclusivity, and a buyer-funded quality of earnings review that tests EBITDA and add-backs and can move the price. Price is adjusted EBITDA times a multiple; add-backs include the owner's above-market compensation, personal expenses, and one-time costs, and a working capital peg trues up the final number. Typical structure is 60 to 70 percent cash at close, 10 to 40 percent rollover into the holding company, and 5 to 10 percent escrow. After the sale the owner works for the platform under an employment agreement and a non-compete and holds an illiquid minority rollover stake. In 2026 structures have shifted toward more rollover, earnouts, and seller notes. Includes an honest section on when not to sell.
- [What is my business worth to private equity?](https://sellingtoprivateequity.com/what-is-my-business-worth-to-private-equity): Valuation guide for owners selling a trades or professional-services business to private equity in 2026. Value equals adjusted EBITDA times a multiple. EBITDA is earnings before interest, taxes, depreciation, and amortization; adjusted EBITDA adds back the owner's above-market compensation, documented personal expenses, and one-time costs. The largest driver of the multiple is platform versus add-on status: platforms earn far higher multiples than add-ons. Reported ranges by industry: HVAC 3 to 5.5x add-on and 7 to 10x platform; plumbing 2.4 to 4x and 5 to 6.5x; electrical 3.2 to 5x and 6.5 to 8x; IT managed services 3.5 to 5x for small firms up to 11 to 15x or more for large platforms; insurance agencies 7 to 9x EBITDA or 1.5 to 2.5x commission revenue for small books; marketing agencies 2.5 to 8.5x depending on size; accounting and staffing are described qualitatively. Multiples rise with recurring revenue, low customer concentration, management depth, and clean books. A working capital peg trues up the final number, and representations and warranties insurance is common above about $10 million of enterprise value. All figures are reported ranges, not offers.
- [Rollover equity: the part of your price you cannot spend](https://sellingtoprivateequity.com/rollover-equity): Pillar on private equity rollover equity for owners in 2026. Rollover is the 10 to 40 percent of the sale price taken as a stake in the buyer's holding company instead of cash. Structured under Section 721 (partnership contribution, carryover basis, no gain) or Section 351 (corporate contribution requiring the contributing group to hold control), it defers tax on the rolled portion at closing but does not forgive it; carryover basis means the full gain is taxed at the eventual sale. The rollover sits at the bottom of the payout waterfall, behind lenders and behind the sponsor's preferred return, which often compounds or accrues as payment-in-kind, and management fees and dividend recaps can further reduce common equity value. The hoped-for second bite when the platform is resold has slowed as holds have lengthened. A partnership rollover can create phantom income taxed on a K-1 without cash. Good-leaver and bad-leaver, drag-along and tag-along, and vesting with a possible 83(b) election govern the stake. Owners should size retirement and spending as if the rollover were zero and negotiate leaver terms, tag-along rights, information rights, and tax distributions.
- [Private equity deal terms, in plain English](https://sellingtoprivateequity.com/private-equity-deal-terms-glossary): A plain-English glossary of about 34 private equity deal terms for owners selling a trades or professional-services business in 2026. Covers roll-up basics (platform, add-on, recapitalization, multiple); process (letter of intent, exclusivity, quality of earnings); price and structure (EBITDA, adjusted EBITDA and add-backs, working capital peg, holdback and escrow, earnout, seller note, representations and warranties insurance); the equity kept and the waterfall (rollover equity, waterfall, preferred return, payment-in-kind, dividend recapitalization, second bite, clawback, continuation fund, re-roll, drag-along, tag-along, good-leaver and bad-leaver); and tax and structure (asset versus stock sale, personal goodwill, depreciation recapture, F-reorganization, Section 721 and 351 rollover, installment sale, QSBS, non-compete and non-solicit). Each entry is two or three sentences with links to the deal, valuation, rollover, and tax pages.

## How you are taxed

- [How a business sale to private equity is taxed](https://sellingtoprivateequity.com/how-a-business-sale-is-taxed): Explains how an owner's proceeds from a private equity business sale are taxed in 2026. Goodwill is long-term capital gain (20% federal plus 3.8% NIIT for most); non-compete payments, consulting or transition pay, and equipment or vehicle depreciation recapture are ordinary income (up to 37%). Rollover into the buyer's company is deferred under Section 721 or 351 with carryover basis, taxed at the later sale. QSBS can exclude up to $15 million of gain for a qualifying C corporation. Purchase price allocation on Form 8594 under Section 1060 sets the capital-versus-ordinary split. Covers the 2026 SALT cap phase-down and pass-through entity tax elections, the material-participation exclusion from NIIT, S-corporation Section 1374 built-in gains, and the order of decisions before signing a letter of intent.
- [QSBS: the tax break that can wipe out the gain, if you qualify](https://sellingtoprivateequity.com/qsbs-section-1202): Explains QSBS (Section 1202) for owners selling a business to private equity in 2026. After OBBBA, stock issued after July 4, 2025 is excluded 50% at 3 years, 75% at 4 years, 100% at 5 years, up to the greater of $15 million per issuer or 10x basis; the company must have been a domestic C corporation with $75 million or less in gross assets at issuance. Non-excluded gain in the 3- and 4-year tiers is taxed at 28%. Section 1202(e)(3) excludes health, law, engineering, architecture, accounting, actuarial, performing arts, athletics, consulting, financial services, and brokerage. Trades (HVAC, plumbing, electrical), IT MSPs, and staffing can often qualify if a C corporation and fact-specific; accounting and consulting cannot; insurance and marketing are uncertain. S corporations and LLCs do not hold QSBS unless converted to a C corporation years before the sale. California does not conform. QSBS must be planned early with a CPA.
- [Asset sale, stock sale, or F-reorganization: which one your deal really is](https://sellingtoprivateequity.com/asset-sale-vs-stock-sale-f-reorganization): Explains asset sale, stock sale, and F-reorganization structures for an owner selling a business to private equity in 2026. Buyers want asset treatment for the stepped-up basis: 15-year amortization of goodwill and Section 197 intangibles and equipment expensing; a stock purchase gives carryover basis and no deductions. A plain stock sale is a single level of tax but private equity rarely accepts one without a 338(h)(10) or 336(e) election. For S corporations the standard structure is an F-reorganization (Rev. Rul. 2008-18, Section 368(a)(1)(F)): form a holding company, contribute the company's stock, elect QSub status (Form 8869), convert the company to an LLC, and sell LLC interests; under Rev. Rul. 99-5 the buyer gets a deemed asset purchase while the retained piece is a deferred rollover, and the company keeps its EIN and contracts. Advantages over 338(h)(10): no 80 percent purchase requirement, buyer need not be a corporation, rollover deferred, and no dependence on a valid S election. Section 1374 taxes built-in gain at 21 percent for S elections under five years old; the F-reorganization neither creates nor cures this. Section 1060 governs allocation on Form 8594. For C corporations, QSBS may make a stock sale far better than an asset deal.
- [Personal goodwill: the piece of the price that can belong to you, not your company](https://sellingtoprivateequity.com/personal-goodwill): Explains personal goodwill for an owner selling a business to private equity in 2026. Personal goodwill is business value flowing from the owner personally, their relationships, reputation, and skill, as distinct from enterprise goodwill owned by the company. Selling personal goodwill directly to the buyer, rather than through the company, avoids the second layer of tax that a C corporation otherwise pays: the price is taxed once to the owner as long-term capital gain and is not subject to self-employment tax. It matters far more for C corporations than for S corporations or LLCs, which already have a single level of tax, though it can occasionally help a young S election facing Section 1374 built-in gains tax. The IRS respects personal goodwill only when it is truly the owner's: Martin Ice Cream (1998) and Norwalk (1998) allowed it where relationships belonged to the individual; Howard v. United States denied it because an employment agreement and non-compete with the owner's own company had transferred the goodwill to the corporation. Requirements: no pre-existing employment or non-compete agreement tying the owner to the company, a separate personal-goodwill purchase agreement, and an independent valuation. Benefits C-corporation owners of relationship-driven businesses most.
- [Earnouts, seller notes, and the tax on money you have not been paid yet](https://sellingtoprivateequity.com/earnouts-installment-sales-and-453a): Explains earnouts, installment sales, seller notes, and the Section 453A interest charge for owners selling a business to private equity in 2026, when more of the price is deferred. The installment method spreads gain across the years payments are received. Contingent earnouts follow Temporary Regulation 15A.453-1(c): a stated maximum price recovers basis against the maximum, a fixed period spreads basis ratably, and neither means basis is recovered over 15 years; open-transaction treatment under Burnet v. Logan is rare. Deferred payments carry imputed interest under Sections 483 and 1274, taxed as ordinary income. An earnout contingent on continued employment can be recharacterized as compensation, taxed as ordinary wages with payroll tax. Section 453A imposes an interest charge when installment obligations from sales over $150,000 leave more than $5 million of face amount outstanding at year-end; it is nondeductible for individuals. Depreciation recapture under Section 453(i) is recognized in the year of sale regardless of installment timing. A seller can elect out of installment reporting under Section 453(d). State tax can follow deferred payments; California sources gain under its own rules, so moving away does not automatically erase state tax on later payments.
- [Charitable and estate planning: the moves that only work before the sale is certain](https://sellingtoprivateequity.com/charitable-and-estate-planning-before-a-sale): Explains charitable and estate planning for an owner before selling a business to private equity in 2026, emphasizing timing. A charitable gift of business interests must be complete before the sale is practically certain, or the anticipatory assignment of income doctrine taxes the owner as if they sold and donated cash: Revenue Ruling 78-197, Dickinson (donor won, DAF not obligated to sell), and Estate of Hoensheid (2023, donor lost, gift made two days before closing after the sale was practically certain, and the entire deduction denied for lack of a qualified appraisal under Section 170(f)(11) and Form 8283). A charitable remainder trust funded before the sale sells tax-free and pays the owner an income stream, but cannot hold S-corporation stock and has business-income problems, so contributions are structured qualitatively. Donor-advised funds of appreciated interests held over a year deduct fair market value up to 30 percent of AGI with a five-year carryforward. 2026 OBBBA changes: a 0.5 percent of AGI floor on itemized charitable deductions, a 35 percent cap on the benefit of itemized deductions for top-bracket taxpayers, and a 60 percent of AGI cash limit; an example shows a $100,000 gift at $1 million AGI worth $33,250 rather than $37,000. Estate: 2026 federal exemption is $15 million per person, permanent and indexed after 2026, annual exclusion $19,000; gifting rollover units while their value is low moves future growth out of the estate, using SLATs and IDGTs qualitatively. In 2026 the Section 7520 rate has favored charitable annuity trusts over GRATs. None of this is worthwhile without charitable intent or once the sale is signed.

## By industry

- [Selling to private equity, by industry](https://sellingtoprivateequity.com/industries): Industry hub for owners selling a business to private equity in 2026. Covers eight fields, each on its own page answering the same eight questions (is PE buying my type of business, what is it worth as a reported EBITDA multiple, how is the deal structured, how much cash at close, how am I taxed, can QSBS help, what changes after I sell, should I sell now): HVAC, plumbing, electrical, IT managed services, accounting/CPA, insurance agency, marketing agency, and consulting or staffing. Three things are the same across every industry: the purchase price allocation decides the capital-gain versus ordinary-income split; rollover equity is deferred tax and real risk, not free money, and can be worth nothing; and QSBS depends on C-corporation status and whether the field is excluded (accounting and consulting excluded; trades, IT MSPs, and staffing often eligible if a C corp; insurance and marketing uncertain; S corporations and LLCs hold none). Medical and dental practices are handled at physicianbuyoutplan.com.
- [Selling your HVAC business to private equity](https://sellingtoprivateequity.com/hvac-business-sale-to-private-equity): Guide for HVAC business owners selling to private equity in 2026. Reported multiples are about 3.0 to 5.5x EBITDA as an add-on and 7.0 to 10x as a platform, with recurring maintenance agreements, residential service mix over new construction, technician retention, and clean books driving the top end; these are reported ranges, not offers. Private equity's share of HVAC deals rose from 8 percent (2023) to 23 percent (2024); named platforms include Apex Service Partners, Wrench Group, and Sila Services. Typical structure: 60 to 70 percent cash at close, a rollover stake usually near 20 percent, 5 to 10 percent escrow, a working capital peg, R&W insurance common above about $10 million, earnouts rare in trades. Tax: goodwill is long-term capital gain, but depreciation recapture on trucks and equipment is ordinary income under Section 1245 and is larger for trades than most sellers expect; non-compete pay is ordinary. QSBS can apply only if the company was a C corporation for long enough; most HVAC businesses are S corporations or LLCs and hold no QSBS. After the sale the owner works for the platform, loses autonomy, and holds an illiquid rollover to plan around, not rely on.
- [Selling your plumbing business to private equity](https://sellingtoprivateequity.com/plumbing-business-sale-to-private-equity): Guide for plumbing business owners selling to private equity in 2026. Reported multiples are about 2.4 to 4.0x EBITDA as an add-on and 5.0 to 6.5x as a platform; plumbing is often bought as an add-on to an HVAC platform for cross-sell, so the buyer is frequently an HVAC-led multi-trade platform such as Apex Service Partners or Wrench Group. Recurring service agreements, residential service mix over new construction, technician retention, and clean books drive the top end; these are reported ranges, not offers. Typical structure: 60 to 70 percent cash at close, a rollover stake usually near 20 percent, 5 to 10 percent escrow, a working capital peg, R&W insurance common above about $10 million, earnouts rare in trades. Tax: goodwill is long-term capital gain, but depreciation recapture on trucks and equipment is ordinary income under Section 1245 and is larger for trades than most sellers expect; non-compete pay is ordinary. QSBS applies only if the company was a C corporation for long enough; most plumbing businesses are S corporations or LLCs and hold no QSBS. After the sale the owner works for the platform, loses autonomy, and holds an illiquid rollover to plan around, not rely on.
- [Selling your electrical contracting business to private equity](https://sellingtoprivateequity.com/electrical-contractor-sale-to-private-equity): Guide for electrical contracting business owners selling to private equity in 2026. Reported multiples are about 3.2 to 5.0x EBITDA as an add-on and 6.5 to 8.0x as a platform; the biggest swing is work mix, with recurring residential service beating project and new-construction work for the multiple. Electrical contractors are commonly bought as add-ons to multi-trade platforms. Recurring service agreements, residential service mix, electrician retention, and clean books drive the top end; these are reported ranges, not offers. Typical structure: 60 to 70 percent cash at close, a rollover stake usually near 20 percent, 5 to 10 percent escrow, a working capital peg, R&W insurance common above about $10 million, earnouts rare in trades. Tax: goodwill is long-term capital gain, but depreciation recapture on trucks and equipment is ordinary income under Section 1245 and is larger for trades than most sellers expect; non-compete pay is ordinary. QSBS applies only if the company was a C corporation for long enough; most electrical contractors are S corporations or LLCs and hold no QSBS. After the sale the owner works for the platform, loses autonomy, and holds an illiquid rollover to plan around, not rely on.
- [Selling your IT managed services business to private equity](https://sellingtoprivateequity.com/it-msp-sale-to-private-equity): Guide for IT managed services (MSP) owners selling to private equity in 2026. Reported multiples are about 3.5 to 5.0x EBITDA as an add-on under $5 million of EBITDA, rising past 11 to 15x for platforms of $15 million or more (about $500 million or more of enterprise value), with a reported median near 11.2x and cyber-heavy providers near 20x; these are reported ranges, not offers. Recurring revenue mix is the top multiple driver: contracted monthly managed services beat project and break-fix work. A reported 169 MSP M&A deals closed in 2025, about 69 percent private equity backed; reported active acquirers include Evergreen Services Group, New Charter, Ntiva, Integris, Coretelligent, and Magna5. Typical structure: 60 to 70 percent cash at close, a rollover stake of 10 to 40 percent, 5 to 10 percent escrow, a working capital peg. Tax: goodwill is long-term capital gain, non-compete is ordinary, equipment recapture is usually smaller than for trades. QSBS: an MSP is not a named excluded field and can often qualify if a C corporation, but heavy project-advisory work raises a consulting concern, and most MSPs are S corporations or LLCs that hold no QSBS. After the sale the owner works for the platform, loses control of systems and team, and holds an illiquid rollover to plan around, not rely on.
- [Selling your accounting or CPA firm to private equity](https://sellingtoprivateequity.com/accounting-cpa-firm-sale-to-private-equity): Guide for accounting and CPA firm owners selling to private equity in 2026. Private equity was a reported 49 percent of United States accounting M&A in the twelve months to March 2026, up from about 45 percent in 2025; reported sponsor-backed firms include Grant Thornton Advisors, Crowe, Baker Tilly, CohnReznick, EisnerAmper, and Citrin Cooperman. Because state rules require a CPA firm doing attest work to be CPA-owned, deals use an Alternative Practice Structure: the licensed attest firm stays CPA-owned and a separate non-attest company holding tax and advisory work takes the outside capital, joined by service agreements, paralleling the management-company model in other regulated fields. Reported multiples are not cleanly split into add-on and platform bands, so any quote is firm-specific, not a market rate; the site does not invent a split. Value is driven by recurring advisory and tax revenue share, partner retention, client stickiness, and margins. Tax: goodwill is long-term capital gain, non-compete is ordinary, little equipment recapture, so the goodwill-versus-non-compete allocation decides most of the outcome. QSBS is not available because accounting is a named excluded field under Section 1202. Typical structure: 60 to 70 percent cash at close, a rollover stake, 5 to 10 percent escrow, a working capital peg. After the sale the owner works inside the platform and holds an illiquid rollover to plan around, not rely on.
- [Selling your insurance agency to private equity](https://sellingtoprivateequity.com/insurance-agency-sale-to-private-equity): Guide for insurance agency owners selling to private equity in 2026. Agencies are valued in agency-specific terms, not EBITDA alone: reported ranges are about 7 to 9x adjusted EBITDA at $2 to $10 million of revenue, with small books at 1.5 to 2.5x commission revenue on the Reagan Consulting best-25 percent benchmark, 9 to 12x for regional platforms, 12 to 16x for aggregators, and 14 to 18x on a recapitalization; these are reported ranges, not offers. Contingent commissions are normalized to a three-year average. Book retention above 90 percent supports the top band while below 85 percent tends to trigger earnouts. Carrier appointments do not transfer automatically, so broker-of-record letters and carrier consent are part of diligence and a non-portable book is worth less. Employee benefits books command one to two turns more than property and casualty. Founders typically roll 20 to 50 percent. Reported active acquirers include Hub, Acrisure, BroadStreet, AssuredPartners, PCF, World, Inszone, Risk Strategies, and Alera. Tax: goodwill is long-term capital gain, non-compete is ordinary, little equipment recapture, so the goodwill-versus-non-compete allocation decides most of the outcome. QSBS is uncertain because an agency sits close to financial services and brokerage, though a private IRS ruling once approved an insurance agent; the C-corp requirement applies and most agencies are S corporations or LLCs with no QSBS. After the sale the owner works inside the aggregator and holds an illiquid rollover to plan around, not rely on.
- [Selling your marketing agency to private equity](https://sellingtoprivateequity.com/marketing-agency-sale-to-private-equity): Guide for marketing agency owners selling to private equity in 2026. Reported multiples are about 2.5 to 4x seller's discretionary earnings under $500,000, 4 to 6.5x EBITDA at $1 to $2.5 million, 5.5 to 8.5x at $2.5 to $5 million, and 7 to 12x for a strategic buyer above $5 million; these are reported ranges, not offers. A retainer or recurring revenue base above 60 percent of revenue adds one to two turns; a single client above 20 percent of revenue can cut the multiple by 1.5 to 2x and bring a 25 to 40 percent earnout. The market is fragmented with many holding-company consolidators alongside private equity platforms. Private equity deals typically pay 60 to 70 percent cash with 10 to 25 percent rollover, and earnouts are common in agencies. Tax: goodwill is long-term capital gain, non-compete is ordinary, little equipment recapture, so the goodwill-versus-non-compete allocation decides most of the outcome. QSBS is usually not available because an agency raises both a reputation-and-skill concern and a consulting concern under Section 1202, and most agencies are S corporations or LLCs with no QSBS; do not plan around it without a written opinion. After the sale the owner works inside the buyer's group and holds an illiquid rollover to plan around, not rely on.
- [Selling your consulting or staffing firm to private equity](https://sellingtoprivateequity.com/consulting-staffing-firm-sale-to-private-equity): Guide for consulting and staffing firm owners selling to private equity in 2026, treating the two as distinct. Staffing is valued on gross-margin (spread) durability and the mix of permanent placement versus temporary and contract staffing; consulting is valued largely on key-person risk and client concentration. No reliable 2026 market multiple range was available for either (research flags this), so the page gives no anchor range and treats any quote as firm-specific; staffing has roughly traded in mid-single-digit EBITDA territory as a loose pattern while consulting varies widely with key-person risk. The market is fragmented across private equity platforms and strategic consolidators. Typical structure: 60 to 70 percent cash at close, a rollover stake, 5 to 10 percent escrow, a working capital peg, and earnouts where key-person or client risk is high. Tax: goodwill is long-term capital gain, non-compete is ordinary, little equipment recapture, so the goodwill-versus-non-compete allocation decides most of the outcome. QSBS splits the two: consulting is a named excluded field and cannot be QSBS; a staffing or labor-provision business can qualify if a C corporation and not built on unique individual expertise, though most staffing firms are S corporations or LLCs with no QSBS and it is fact-specific. After the sale the owner typically stays committed for several years under earnout and retention terms and holds an illiquid rollover to plan around, not rely on.

## Decide and talk to us

- [After-tax proceeds calculator](https://sellingtoprivateequity.com/after-tax-proceeds-calculator): Interactive calculator estimating an owner's after-tax cash from a private equity business sale. Inputs: headline price, rollover percentage, holdback, fees, debt, allocations to non-compete, consulting or transition pay, receivables, equipment depreciation recapture, tax basis, a QSBS-excluded amount, state, and material participation (NIIT). Applies 2026 rates: 20% long-term capital gain, 37% ordinary, 3.8% NIIT, 0.9% additional Medicare on transition pay. QSBS removes federal capital gains tax on the entered amount but keeps state tax because states like California do not conform. Shows cash at closing, cash including holdback, effective tax on the taxable portion, and the deferred tax embedded in rollover equity. Does not project rollover value or model installment timing, AMT, the 28% QSBS-tier rate, or lower brackets.
- [Case study: an IT services owner's $11 million sale](https://sellingtoprivateequity.com/case-study): Composite case study of a 57-year-old IT managed services owner who sold to a private equity platform for $11 million (70% cash, 25% rollover, 7.5% holdback, 3-year employment agreement). Because the business had been a C corporation for more than five years and managed services is not a Section 1202 excluded field, about $8 million of gain qualified for the QSBS exclusion, erasing the federal tax on it; California did not conform, so state tax still applied. Before signing, the buyer's draft non-compete was reduced from $800,000 to $200,000 and reallocated to goodwill, keeping it inside QSBS-excluded gain rather than taxing it as ordinary income. After closing the plan turned to investing the cash to a needs-based plan, mapping Roth conversions for the low-income years after the sale (not the sale year), rebuilding retirement and health coverage, and treating the rollover as worth zero for planning. Explicitly a composite, not a guarantee; QSBS eligibility confirmed with a written CPA opinion.
- [Who we serve, and who does not need us](https://sellingtoprivateequity.com/who-we-serve): Describes who Qubera Wealth Management serves through The Owner's Exit Plan: owners of trades and professional-services businesses under $20 million with a private equity offer, holders of rollover equity, and owners who have already sold. Explains what a fee-only planner adds (term-sheet and allocation review, QSBS and rollover analysis, state and timing, and the post-sale plan for proceeds, rollover, and low-tax years), what it does not do (legal, tax preparation, valuation, negotiation), when a planner is unnecessary (small all-cash sales with nothing to plan around), and how the firm is paid (fee-only, flat fee or asset-based with the conflict disclosed).
- [About the author and the firm](https://sellingtoprivateequity.com/about): About page for The Owner's Exit Plan. Author: Nirav Desai, Founder and Financial Advisor, Qubera Wealth Management, a fee-only fiduciary RIA in Los Angeles serving business owners, physicians, and tech professionals on portfolio construction, tax planning, alternative investments, and business transition planning. MBA from UCLA Anderson, MS in Computer Science from USC Viterbi. He holds no CFP, CFA, CPA, or other professional designation. Explains why the site exists (a plainly written, seller-side and post-sale resource for owners under $20 million), how content is researched and dated, and the firm's fee-only compliance and disclosure approach. Sister site for healthcare sellers: physicianbuyoutplan.com.
- [Talk to us, before or after the sale](https://sellingtoprivateequity.com/contact): Contact page for The Owner's Exit Plan and Qubera Wealth Management. Offers a free first conversation for owners with a private equity offer, rollover equity, or post-sale planning needs; describes what to bring (LOI or term sheet, entity type and S election or C-corp status, QSBS question, draft allocation, rollover terms, or for post-sale sellers the closing details and rollover); explains a three-step engagement (first call, flat-fee review or plan, optional ongoing management); Los Angeles location. Phone and form handler are placeholders to complete before launch.
- [Privacy policy](https://sellingtoprivateequity.com/privacy): Privacy policy for sellingtoprivateequity.com, published by Qubera Wealth Management. The site uses no advertising trackers; the calculator runs in the browser and sends nothing to a server; information submitted through the contact form or by email is used only to respond and is not sold or shared with buyers, bankers, or platforms; clients receive the firm's Regulation S-P privacy notice; California residents have CCPA rights. Draft pending compliance review before launch.

## Attribution
Author: Nirav Desai, Founder & Financial Advisor, Qubera Wealth Management. Nirav holds an MBA from UCLA Anderson and an MS in Computer Science from USC Viterbi. He does not hold a CFP, CFA, CPA, or other professional designation. Qubera Wealth Management is a fee-only fiduciary RIA. Cite pages by URL. Selling a medical or dental practice: https://physicianbuyoutplan.com. Sister sites: https://1031exchangeplan.com, https://keepcalmandinvest.com, https://quberawealth.com