A
- ability to pay
- ABL facility. See asset based lending facility
- accelerated depreciation
- accountants
- accounting
- accounts payable
- accounts receivable
- accretion/(dilution) analysis
- accretive
- accrued liabilities
- acquisition currency
- acquisition-driven growth
- acquisition financing
- adjusted income statement
- adjustments
- balance sheet
- capital expenditures
- capital structure changes
- management projections
- mid-year convention
- non-recurring items
- purchase price and financing structure
- recent events
- synergies
- year-end discounting
- administrative agent
- administrative agent fee
- advisor
- affiliate
- affirmative covenants
- all-cash transaction
- amortization
- acquisition-related
- intangible assets, of
- deferred financing fees, of
- term loan
- schedule, for term loans. See also depreciation & amortization (D&A)
- amortizing term loans. See also term loan A
- analysis at various prices (AVP)
- announcement
- annual report. See Form 10-K
- antitrust
- arranger
- asset base
- asset based lending (ABL) facility
- asset sale,
- gains on
- limitations on
- losses on
- term loan prepayment
- transaction
- attorneys
- AVP, See analysis at various prices
- auction. See also broad auction and targeted auction
B
- back-end short form merger
- balance sheet
- bank book
- bank debt
- bank lenders
- bank meeting
- bankruptcy
- barriers to entry
- Base Case
- Base Rate
- basic shares outstanding
- basket
- benchmarking analysis
- comparable companies analysis
- precedent transactions analysis
- benchmark rate. See LIBOR and Base Rate
- Berkshire Hathaway
- beta (β)
- bidders. See prospective buyers
- bidding strategy
- Bloomberg
- board approval
- board of directors
- bond investors
- book value
- bookrunners
- borrower
- borrowing base
- breakage costs
- breakeven pre-tax synergies
- breakup fee
- bridge loans
- bring-down provision
- broad auction
- advantages and disadvantages
- business disruption
- business profile
- buy-side advisory
D
- D&A. See depreciation & amortization
- data room
- days inventory held (DIH)
- days payable outstanding (DPO)
- days sales outstanding (DSO)
- DCF. See discounted cash flow analysis
- D/E. See debt-to-equity
- deal dynamics
- deal terms
- deal toys
- debt capital markets
- debt repayment
- debt schedule
- debt securities
- debt-to-EBITDA
- debt-to-equity (D/E)
- debt-to-total capitalization
- DEF14A. See proxy statement
- default
- deferred financing fees
- deferred tax liability (DTL)
- definitive agreement
- DEFM14A. See merger proxy
- Delaware
- Department of Justice (DOJ)
- depreciation
- depreciation & amortization (D&A)
- description of notes
- DIH, See days inventory held
- dilutive
- discount factor
- with mid-year convention
- with year-end discounting
- discount rate. See also weighted average cost of capital (WACC)
- discounted cash flow (DCF) analysis
- distressed companies
- distribution channels
- dividend recapitalization
- dividend yield
- DOJ. See Department of Justice
- Downside Case
- DPO. See days payable outstanding
- DSO. See days sales outstanding
- due diligence
- DTL. See deferred tax liability
E
- earnings before interest after taxes (EBIAT)
- earnings before interest and taxes (EBIT)
- earnings before interest, taxes, depreciation and amortization (EBITDA)
- earnings call transcript
- earnings per share (EPS)
- EBIAT. See earnings before interest after taxes
- EBIT. See earnings before interest and taxes
- EBITDA. See earnings before interest, taxes, depreciation and amortization
- economies of scale
- economies of scope
- EDGAR. See Electronic Data Gathering, Analysis, and Retrieval system
- effective tax rate
- Electronic Data Gathering, Analysis, and Retrieval system (EDGAR)
- EMM. See exit multiple method
- end markets
- end-of-year discounting. See year-end discounting
- endowments
- engagement letter
- enterprise value
- at exit, in LBO
- calculation of
- implied
- enterprise value multiples
- enterprise value-to-EBIT (EV/EBIT)
- enterprise value-to-EBITDA (EV/EBITDA)
- enterprise value-to-sales (EV/sales)
- EPS. See earnings per share
- equity contribution
- equity investors
- equity purchase price
- equity research analysts
- equity research reports
- equity risk premium. See also market risk premium
- equity sweetener
- equity value
- at exit, in LBO
- calculation of
- implied
- equity value multiples. See also price-to-earnings (P/E) ratio
- equity-linked securities. See convertible securities
- European Commission (European Union)
- EV/EBIT. See enterprise value-to-EBIT
- EV/EBITDA. See enterprise value-to-EBITDA
- EV/sales. See enterprise value-to-sales
- exchange offer
- exercisable
- exercise price
- exit multiple
- exit multiple method (EMM)
- exit strategies
- exit year
- expenses
- financing
- non-cash
- transaction
F
- face value
- fair market value
- fairness opinion
- screening for comparable companies
- screening for comparable acquisitions
- FASB. See Financial Accounting Standards Board
- FCF. See free cash flow
- Federal Funds rate
- federal taxes
- Federal Trade Commission (FTC)
- fee letter
- fiduciary duties
- fiduciary termination
- final bid package
- final bid procedures letter
- final bids
- Financial Accounting Standards Board (FASB)
- financial covenants. See also maintenance covenants
- financial distress
- financial information services
- financial profile
- financial sponsors
- financial statistics
- financing structure
- firm value
- first lien
- first priority interest. See first lien
- first round, of auction
- fiscal year
- Fitch Ratings
- fixed charge coverage ratio
- fixed charges
- fixed costs
- fixed exchange ratio
- fixed price. See floating exchange ratio
- fixed rate
- fixed value
- floating exchange ratio
- floating rate
- football field
- Form 8-K
- Form S-4. See also registration statement
- Form 10-K
- Form 10-Q. See pages for Form 10-K
- forward LIBOR curve
- forward multiples
- free cash flow (FCF)
- calculation of
- projection of
- friendly (deal)
- FTC. See Federal Trade Commission
- fully diluted shares outstanding
- fund (pool of capital)
G
- GAAP. See generally accepted accounting principles
- General Electric
- general partner (GP)
- generally accepted accounting principles (GAAP)
- geography
- goodwill
- goodwill created
- goodwill impairment
- GP. See general partner
- greenfielding
- gross margin
- gross profit
- growth capex
- growth profile
- growth rates
- guarantees
H
- Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act)
- hedge funds
- high yield bonds
- historical financial data/performance
- holding company (HoldCo)
- horizontal integration
- hostile (deal)
- HSR Act. See Hart-Scott-Rodino Antitrust Improvements Act of 1976
I
- Ibbotson
- if-converted method
- in-the-money
- income statement
- incurrence covenants
- indemnification
- indenture
- industry. See also sector
- information statement
- initial bid procedures letter
- initial bids
- initial public offering (IPO)
- initiating coverage reports
- insolvency
- institutional investors
- institutional lenders
- institutional term loans. See also term loan B
- intangible assets
- interest coverage
- interest expense, in LBO analysis
- interest income
- internal rate of return (IRR)
- Intralinks
- intrinsic valuation analysis
- intrinsic value
- inventory
- investment banks
- investment decisions
- investment grade
- investment horizon
- investor presentations
- IPO. See initial public offering
- IRR. See internal rate of return
- issuer
J
- joint proxy/registration statement
- joint ventures
- junior (ranking)
L
- large-cap
- last twelve months (LTM)
- layering
- LBO. See leveraged buyouts
- LBO analysis.
- LC. See letters of credit
- lease
- legal counsel
- letters of credit (LC)
- leverage levels
- leverage ratios
- leveraged buyouts (LBO).
- leveraged loan. See also bank debt
- levered beta
- levered free cash flow. See also cash available for debt repayment
- liabilities, long-term
- LIBOR. See London Interbank Offered Rate
- LIBOR floor
- limited partnership (LPs)
- liquidity
- London Interbank Offered Rate (LIBOR)
- long-term growth rate
- LPs. See limited partnership
- LTM. See last twelve months
M
- M&A. See mergers & acquisitions
- MAC/MAE. See material adverse change/effect
- maintenance capex
- maintenance covenants
- make-whole provision
- management buyout (MBO)
- Management Case
- management discussion & analysis (MD&A)
- management presentation
- mandatory amortization/repayment
- marginal tax rate
- margins
- market capitalization. See also equity value
- market conditions
- marketing materials. See also confidential information memorandum (CIM) and teaser
- market risk premium
- market share
- market value
- material adverse change/effect (MAC/MAE)
- maturity
- MBO. See management buyout
- MD&A. See management discussion & analysis
- merchant banking
- merger. See also one-step merger and two-step tender process
- merger of equals (MOE)
- mergers & acquisitions (M&A) transaction
- merger proxy (PREM14A/ DEFM14A)
- mezzanine debt/financing
- mid-cap
- mid-year convention/discounting
- minority interest. See also noncontrolling interest
- MOE. See merger of equals
- Moody's Investors Service
- monetization
- multiples. See trading multiples and transaction multiples
N
- NAICS. See North American Industry Classification System
- NASDAQ
- NC. See non-callable
- negative covenants
- negotiated sale
- advantages and disadvantages
- negotiations
- net debt
- net income
- net income margin
- net interest expense
- net operating loss (NOL)
- net operating profit after taxes (NPOAT). See also EBIAT
- net present value (NPV). See also present value
- net share settlement (NSS)
- net working capital (NWC)
- New York Stock Exchange
- non-callable
- noncontrolling interest
- non-investment grade. See also high yield bonds
- non-recurring items
- non-solicitation
- NOL. See net operating loss
- NOPAT. See net operating profit after taxes
- normalized basis/level
- North American Industry Classification System (NAICS)
- notes to the financials
- NPV. See net present value
- NSS. See net share settlement
- NWC. See net working capital
O
- offer price per share
- offer price per share-to-LTM EPS
- Offer to Purchase
- offer value. See also equity purchase price
- offering memorandum
- one-step merger
- operating company (OpCo)
- operating income/profit
- operating scenarios
- options. See stock options
- organic growth
- organization and preparation stage, of auction
- out-of-the-money
- outliers
P
- par value
- parent company
- pari passu
- payment-in-kind (PIK) interest
- PE firms. See private equity firms
- P/E ratio. See price-to-earnings ratio
- P/FCF. See price-to-free cash flow
- pension contracts
- pension funds
- performance drivers
- peripheral comparables
- permitted disclosures
- perpetuity growth method (PGM)
- perpetuity growth rate
- PGM. See perpetuity growth method
- PIK. See payment-in-kind
- PP&E. See property, plant, and equipment
- PRE14A. See proxy statement
- precedent transactions analysis.
- pre-closing commitments
- preemptive bid
- preferred stock
- PREM14A. See merger proxy
- premium paid
- prepaid expenses
- prepayments
- present value
- press release excerpts
- all-cash transaction
- announced synergies
- cash and stock transaction
- floating exchange ratio
- fixed exchange ratio
- press releases
- price-to-earnings (P/E) ratio
- price-to-free cash flow (FCF)
- prime rate
- prior stub
- priority status
- private acquirers
- private equity (PE) firms
- privately held companies
- private placement. See Rule 144A
- private targets
- pro forma
- accretion/(dilution) analysis
- balance sheet
- cash flow statement
- compliance
- income statement
- financial data
- products (and services)
- profitability
- projection period
- property, plant, and equipment (PP&E)
- pro-rata
- prospective buyers
- prospectus (424B). See also registration statement
- proxy statement
- public acquirers
- public targets
- publicly traded companies
- purchase consideration
- purchase price
- purchase/sale agreement. See also definitive agreement
Q
- qualified institutional buyers (QIBs)
- quarterly report. See Form 10-Q
R
- ranking
- capital structure
- relative to peers
- rating agencies. See also Fitch Ratings, Moody's, and S&P
- Ratio Test
- redemptions
- refinanced
- refinancing
- registration statement
- Regulation FD (fair disclosure)
- regulatory approvals
- reinvestment risk
- reported income statement
- reporting period
- representations and warranties
- restricted payments
- restructuring charges
- restructurings
- return on assets (ROA)
- return on equity (ROE)
- return on invested capital (ROIC)
- return on investment (ROI)
- revenues. See also sales
- revolver availability
- revolving credit facilities (revolver)
- risk-free rate
- ROA. See return on assets
- roadshow
- ROE. See return on equity
- ROI. See return on investment
- ROIC. See return on invested capital
- rolled equity
- roll-up
- Rule 144A
- Rule 424
S
- S Corp
- sale process.
- sales
- Sarbanes-Oxley Act of 2002 (SOX)
- scale
- Schedule 13E-3
- Schedule 14A. See proxy statement
- Schedule 14D-9
- Schedule TO
- screening
- for comparable companies
- for comparable acquisitions
- SEC. See Securities and Exchange Commission
- SEC filings
- second lien
- second lien term loans
- second priority interest. See second lien
- second round, of auction
- section 338
- sector
- sector coverage
- sector-specific multiples
- Securities Act of 1933
- Securities and Exchange Commission (SEC)
- Securities Exchange Act of 1934
- security
- selling, general & administrative (SG&A)
- sell-side advisory
- senior (ranking)
- senior secured. See also first lien and second lien
- senior subordinated
- senior unsecured
- seniority
- sensitivity analysis
- DCF analysis
- LBO analysis
- M&A analysis
- SG&A. See selling, general & administrative
- share price
- accretion/(dilution) analysis
- implied
- performance benchmarking
- systematic risk
- unaffected
- shareholder approval
- shareholder vote
- shareholders' equity
- short-form LBO model
- SIC. See Standard Industrial Classification system
- size, of company
- key financial data
- market valuation
- size premium (SP)
- small-cap
- sources and uses of funds
- sovereign wealth funds
- SOX. See Sarbanes-Oxley Act of 2002
- SP. See size premium
- S&P. See Standard & Poor's
- S&P 500
- SPACs. See special purpose acquisition companies
- special dividends
- special purpose acquisition companies (SPACs)
- Sponsor Case/Model
- sponsors. See financial sponsors
- spreading
- comparable companies
- precedent transactions
- springing financial covenant
- standalone
- Standard & Poor's (S&P)
- Standard & Poor's Leveraged Commentary & Data Group
- Standard Industrial Classification (SIC) system
- standstill agreement
- stapled financing
- state law
- steady state
- stock-for-stock transaction
- stock options
- stock price. See share price
- stock sale
- straight-line depreciation
- strategic alternatives
- strategic buyer
- strategic fit
- strike price. See exercise price
- structural protections
- structural subordination
- stub period
- subordination provisions
- subprime mortgage crisis
- sub-sector
- sum of the parts
- suppliers
- syndication
- synergies
- systematic risk
T
- tangible assets
- tangible value
- target management
- targeted auction
- advantages and disadvantages
- tax basis
- tax deductibility
- tax expense
- tax regime
- taxable event
- T-bills
- T-bonds
- teaser
- tender premium
- tender offers
- tenor. See maturity
- term. See maturity
- term loan A
- term loan B
- term loan facilities
- terminal value
- terminal year
- termination fee. See breakup fee
- termination provisions
- terms, of LBO financing
- third lien
- tiering
- time value of money
- T-notes
- toggle cells/function
- total interest expense
- trading comps. See comparable companies analysis
- trading liquidity
- trading multiples
- trailing multiples
- trailing twelve months (TTM). See last twelve months
- transaction comps. See precedent transactions analysis
- transaction multiples
- transaction rationale
- transaction structure
- transaction value
- treasury stock method (TSM)
- triggering event
- TSM. See treasury stock method
- two-step tender process
U
- underwriters
- underwritten financing
- undrawn
- unlevered beta
- unlevered free cash flow
- unsecured
- unsecured claims
- unsecured creditors
- unsecured term loan
- unsystematic risk
- useful life
- uses of funds. See sources and uses of funds
V
- valuation
- implied by EV/EBITDA
- implied by P/E
- comparable companies, determination in
- precedent transactions, determination in
- DCF analysis, determination in
- LBO analysis, determination in
- valuation analysis, in sale process
- valuation floor
- valuation matrix
- valuation paradigm
- value maximization
- variable costs
- venture capital funds
- vertical integration
- vesting period
W
- WACC. See weighted average cost of capital
- Wall Street
- warrants
- weighted average cost of debt
- weighted average cost of capital (WACC)
- weighted average exercise (strike) price
- working capital. See net working capital (NWC)
- write-down
- write-up
Y
- year-end discounting
- year-over-year (YoY)
- balance sheet accounts, changes in
- growth rates
- NWC, changes in
- year-to-date (YTD)
- yield-to-call (YTC)
- yield-to-worst call (YTW)
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