Accretion - Growth of a company or other asset by internal expansion or acquisition
Acquisition - A buyer taking over controlling interest in a company, through a purchase of either stock or assets
Asset Based Lending - A loan based upon the value of some asset (inventory, accounts receivable, book or liquidation value)
Auction Process - Offering a company for sale by allowing potential buyers to submit competitive bids in order to attain the best offer for the company
Buyer (Financial) - A financial buyer uses institutional and private capital to create a portfolio of often synergistic operating companies (see Private Equity Group)
Buyer (Strategic) - A strategic buyer is a company, usually in the same or a similar business, that makes an acquisition in order to grow
Cash Flow - The excess of sources of cash over uses of cash; used to conduct a discounted cash flow (DCF) analysis
Cash Flow Lending - A loan based upon the timing and certainty of cash flow
Confidentiality Agreement - A legal agreement that requires the signer to keep confidential the information provided by and discussions with the party to the agreement
Convertible Debt - A type of bond that the holder can convert into shares of common stock in the issuing company, or cash of equal value, at an agreed-upon price
Deal Structure - The allocation of the consideration paid for an acquisition may include cash, notes, stock, consulting agreements, earnout provisions, and covenants not to compete
Debt - Borrowings that are owed or due to another party; there are a number of types of debt, with the most common for middle-market companies including senior debt, secured debt, unsecured debt, and revolving lines of credit
Discount Rate - The interest rate used in determining the present value of future cash flows for a discounted cash flow (DCF) analysis
Discounted Cash Flow (DCF) - DCF, the value of future cash flow discounted back to the present, is one method used to determine the value of an acquisition or investment
Divest, Divestiture - The sale of an asset, usually a separate operating unit of a corporate entity
Due Diligence - Thorough review and investigation of all financial, operational, legal, contractual and sales information of the seller by the buyer in order to confirm all material facts prior to an acquisition
Earnout - A portion of the purchase price paid after the closing, contingent in whole or in part on the target company’s financial performance over a specified period of time
EBIT - Earnings Before Interest and Taxes
EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization: a universal measure of financial performance
EBITDA, Adjusted (AEBITDA) - A normalized EBITDA calculated by adding back certain personal and non-recurring expenses
Enterprise Value - An economic measure reflecting the market value of the entire business, inclusive of debt
Equity - A type of investment which is the most junior class of investors in an asset, after all liabilities are paid
Equity Value - The value of a company available to owners and shareholders; commonly defined as enterprise value plus all cash and investments, and less all short-term debt, long-term debt and minority interests
Fairness Opinion - A professional evaluation by an investment bank or other third party as to whether the terms of a merger or acquisition are fair, from a financial point of view, to the company's shareholders
Hart-Scott-Rodino - The Hart-Scott-Rodino Antitrust Improvements Act of 1976 provides that before certain mergers, tender offers or other acquisition transactions can close, both parties must file a Notification and Report Form with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice
LBO Valuation Method - The LBO, or leveraged buyout valuation method, simulates the leveraged buyout of a business in order to calculate a valuation for the business and can help in determining the structure of the deal
Letter of Intent (LOI) - A potential buyer's preliminary written offer, typically including price, terms, and conditions, and subject to due diligence
Leveraged Buyout (LBO) - The purchase of a company's stock or assets with borrowed money
Liquidation Value - The expected value of a company if its assets were sold piecemeal, rather than as part of an ongoing business concern
M&A - Mergers and acquisitions, or the buying and selling of companies
Management Buyout (MBO) - A leveraged buyout where the existing management team is the buyer
Market Cap - The total dollar market value of all of the company's outstanding shares
Merger - The combination of two or more companies
Mezzanine Debt - Subordinated debt that represents a claim on a company's assets and is senior only to common equity; given the lower security and higher risk, it is more expensive than senior debt and often includes warrants
Minority Recapitalization - The sale of less than 50% of a company's common equity to outside investors/partners
No-Shop Agreement - A provision in the letter of intent that restricts the seller from soliciting or encouraging additional offers
Offering Memorandum - An offering, information or confidential information memorandum (OM, IM or CIM) is a document provided to prospective buyers or investors with an overview of a company, including its products/services, customers, management, history, and financial profile
Preferred Equity - A hybrid security that has characteristics of both debt and equity; preferred equity typically carries priority over common equity, but is subordinate to the company's debt instruments
Private Equity Group - A private equity group, or PEG, buys and sells companies and seeks acquisitions that will provide an attractive rate of return upon a resale, typically within three to seven years; PEGs put together funds with money raised from institutional and private investors
Private Placement - A fundraising round in which securities are sold without an initial public offering, usually to a small number of chosen private investors
Pro Forma Statements - Pro forma financial statements include assumptions or hypothetical situations built into the data in order to study possible future scenarios
Purchase Agreement - The binding contract that legally transfers ownership of a company from seller to buyer; it is drafted by the buyer and details the deal structure and terms, and obligates both parties to complete the transaction
Recapitalization - Recapitalization reconfigures a company's capital structure and is typically undertaken to reduce interest payments, debt or taxes
Representations and Warranties - Reps and warranties are statements made in a purchase agreement by the seller about the condition of the business they are selling and generally cover ownership, tax, environmental and accounting matters, among others
Revolving Line of Credit - A revolver is extended by a lender to a creditworthy company to use as needed; interest is paid only if amounts are borrowed against the line of creditSale
Sale (Asset) - An acquisition in which all or certain assets of a company are sold, but the seller continues to own the corporate entity
Sale (Stock) - A stock sale includes all or a portion of the stock in a corporation
Secured Debt - Debt that is secured, or collateralized, by a company's assets reduces the risk to the lender, so is generally priced lower than unsecured debt
Senior Debt - Senior notes or bonds that have priority over other forms of debt issued by a company; in a bankruptcy, the company must repay senior debt holders before other creditors get paid
Success Fee - A fee due to an intermediary upon the successful closing of a transaction
Synergistic Buyer - A buyer willing to pay a premium above market price based on anticipated synergies (for example, additional growth or decreased costs to be realized through consolidation)
Term Sheet - A preliminary, non-binding proposal that sets forth the basic terms and conditions under which an investment will be made; usually precedes the Letter of Intent
Tombstone - A Lucite trophy, framed wall plaque or advertisement, usually in financial publications such as The Wall Street Journal, announcing a closed transaction
Unsecured Debt - Debt that is not secured, or collateralized, by a company's assets represents a higher risk to the lender, so is more expensive than secured debt
Valuation - The calculation of an estimated value of a company or business opportunity for a variety of purposes including a merger or acquisition, tax planning, ESOPs and other employee benefit plans, partnership dissolutions and bankruptcies
Valuation Method - Valuations may be calculated using a discounted cash flow or leveraged buyout method, or by studying comparable companies and acquisitions, or by valuing the company's assets - or, more typically, by a combination of several methods
Warrant - A security that gives the holder the right to purchase a certain amount of common stock at a stated price; warrants are often issued in combination with mezzanine/subordinated debt