Glossary

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Setting the Industry Standard

This glossary is intended to standardize the vernacular for the M&A advisor profession, so that business sellers, buyers, intermediaries and other professional advisors can communicate more effectively during the business transference process.

The definitions found herein were developed by numerous sources including, but not limited to, representatives of the American Institute of CPAs, the American Society of Appraisers, the Canadian Institute of Business Valuers, the Institute of Business Appraisers, the National Association of Certified Valuation Analysts, private equity firms, Barron’s, Investopedia, Divestopedia, and merger and acquisition advisors. Suggestions for additions or updates may be submitted to [email protected].

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A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

Term

Definition

Term

Acquisition

Definition

One company taking over controlling interest in another company.

Term

Add-On Acquisition

Definition

a strategic acquisition fit for an existing platform/portfolio company.

Term

Adjusted Book Value

Definition

The value that results after one or more asset(s) or liability amounts are added, deleted, or changed from their respective financial statement amounts.

Term

Appraisal

Definition

See Valuation.

Term

Appraisal Approach

Definition

See Valuation Approach.

Term

Appraisal Date

Definition

See Valuation Date.

Term

Appraisal Method

Definition

See Valuation Method.

Term

Appraisal Procedure

Definition

See Valuation Procedure.

Term

Asset (Asset-Based) Approach

Definition

A general way of determining a value indication of a business, business ownership interest, or security by using one or more methods based on the value of the assets of that business net of liabilities.

Term

Benefit Stream

Definition

Any level of income, cash flow, or earnings generated by an asset, group of assets, or business enterprise. When the term is used, it should be supplemented by a definition of exactly what it means in the given valuation context.

Term

Beta

Definition

A measure of systematic risk of a security; the tendency of a security’s returns to correlate with swings in the broad market.

Term

Blockage Discount

Definition

An amount or percentage deducted from the current market price of a publicly traded security to reflect the decrease in the per share value of a block of those securities that is of a size that could not be sold in a reasonable period of time given normal trading volume.

Term

Book

Definition

see Confidential Business Review (CBR)

Term

Business

Definition

See Business Enterprise.

Term

Business Broker

Definition

An individual (or company) that solicits and represents business owners that are considering selling their business and acts as an M&A advisor between sellers (business owners) and buyers. Related uses or terms – (business) M&A advisor, investment banker

Term

Business Enterprise

Definition

A commercial, industrial, service, or investment entity, or a combination thereof, pursuing an economic activity.

Term

Business Valuation

Definition

The act or process of determining the value of a business enterprise or ownership interest therein.

Term

Capital Asset Pricing Model (CAPM)

Definition

A model in which the cost of capital for any security or portfolio of securities equals a risk-free rate plus a risk premium that is proportionate to the systematic risk of the security or portfolio.

Term

Capital Structure

Definition

The composition of the invested capital of a business enterprise; the mix of debt and equity financing.

Term

Capitalization

Definition

A conversion of a single period stream of benefits into value.

Term

Capitalization Factor

Definition

Any multiple or divisor used to convert anticipated benefits into value.

Term

Capitalization Rate

Definition

Any divisor (usually expressed as a percentage) used to convert anticipated benefits into value.

Term

Cash Flow

Definition

Cash that is generated over a period of time by an asset, group of assets, or business enterprise. It may be used in a general sense to encompass various levels of specifically defined cash flows. When the term is used, it should be supplemented by a qualifier (for example, “discretionary” or “operating”) and a definition of exactly what it means in the given valuation context.

Term

CM&AP: Certified Mergers & Acquisitions Program

Definition

The program is an adaptation of the educational/certification programs associated with the unique Coles College M&A Academy, which is dedicated to enhancing and sustaining the ability of M&A services professionals to lead organizations through successful business acquisitions and divestitures. In addition to qualifying participants for a certificate from the Coles College M&A Academy, the program qualifies participants for both CPE and CLE continuing education credits.

Term

Committed Equity Capital

Definition

Equity investment funds readily available to an investor to make investments according to a pre-defined investment strategy. Related uses or terms – capital under management, capital available for investment

Term

Confidential Business Review (“CBR”)

Definition

A CBR sometimes called “the book”, pitchbook, or a Confidential Information Memorandum (CIM), is drafted by an M&A advisory firm or investment banker for a sell-side engagement to market a business to prospective buyers. See also Confidential Information Memorandum (CIM)

Term

Confidential Information Memorandum (“CIM”)

Definition

See Confidential Business Review

Term

Control

Definition

The power to direct the management and policies of a business enterprise.

Term

Control Premium

Definition

An amount (expressed in either dollar or percentage form) by which the pro rata value (calculated, in proportion value) of a controlling interest exceeds the pro rata value of a non-controlling interest in a business enterprise, that reflects the power of control.

Term

Cost Approach

Definition

A general way of estimating a value indication of an individual asset by quantifying the amount of money that would be required to replace the future service capability of that asset.

Term

Cost of Capital

Definition

The expected rate of return (discount rate) that the market requires in order to attract funds to a particular investment.

Term

Discount

Definition

A reduction in value or the act of reducing value.

Term

Discount for Lack of Control

Definition

An amount or percentage deducted from the pro rata share of value of one hundred percent (100%) of an equity interest in a business to reflect the absence of some or all of the powers of control.

Term

Discount for Lack of Marketability

Definition

An amount or percentage deducted from the value of an ownership interest to reflect the relative absence of marketability.

Term

Discount Rate

Definition

A rate of return (cost of capital) used to convert a monetary sum, payable or receivable in the future, into present value.

Term

Divestiture

Definition

Large public or private parent corporations selling off non-core business units.

Term

Due Diligence

Definition

A process where a buyer inspects a potential investment. Often includes a detailed review of accounting history and practices, operating practices, customer and supplier references, management references and market reviews.

Term

Earn-Out

Definition

A contractual provision stating that the seller of a business is to obtain additional future compensation based on the business achieving certain future financial goals. An earn-out is a mutually beneficial tool to getting a deal done if it is structured appropriately. It maximizes the selling price for the Seller and it matches the Company’s future earnings with the payments made to the Seller. An earn-out should not provide a financial “burden” on the Company, but should be structured as a sharing of the wealth. An earn-out becomes easier for a Seller to accept as he/she gets more comfortable with the Buyer. Trust must be established between the parties with face‐to‐face time.

Term

EBITDA

Definition

A financial term that is a rough proxy for free cash flow. Formally defined as Earnings before Interest and Taxes plus Depreciation and Amortization.

Term

Economic Life

Definition

The period of time over which property may generate economic benefits.

Term

Effective Date

Definition

See Valuation Date.

Term

Enterprise

Definition

See Business Enterprise.

Term

Enterprise Value

Definition

Enterprise value (EV) is a financial metric representing the entire value of a company after taking into account both holders of debt and equity. EV is calculated as the company’s market capitalization plus debt, minus cash.

Term

Equity Net Cash Flows

Definition

Those cash flows available to pay out to equity holders (in the form of dividends) after funding operations of the business enterprise, making necessary capital investments, and reflecting increases or decreases in debt financing.

Term

Equity Risk Premium

Definition

A rate of return in addition to a risk-free rate to compensate for investing in equity instruments because they have a higher degree of probable risk than risk free instruments (a component of the cost of equity capital or equity discount rate).

Term

Excess Earnings

Definition

That amount of anticipated benefits that exceeds a fair rate of return on the value of a selected asset base (often net tangible assets) used to generate those anticipated benefits.

Term

Excess Earnings Method

Definition

A specific way of determining a value indication of a business, business ownership interest, or security determined as the sum of the value of the assets obtained by capitalizing excess earnings and the value of the selected asset base. Also frequently used to value intangible assets. See Excess Earnings.

Term

Exit Plan

Definition

A strategy, planned or unplanned, to depart an existing situation. The creation of an overall strategy that prepares a business owner and his/her company for the time when that business owner is no longer involved in the operations of the company. Examples of unplanned exits include death, divorce, incapacity, disability, management disputes, influx of competition, technological obsolescence, loss of a major customer, or other unforeseen economic events.

Term

Fair Market Value (“FMV”)

Definition

The price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts. {NOTE: In Canada, the term “price” should be replaced with the term “highest price”.}

Term

Family Succession

Definition

In family successions or retirement transitions, ownership transfers from passive owners to active family members or outside shareholders. Facilitators are particularly sensitive to estate planning issues, family business dynamics, and the need for discretion and trust to make these transactions seamless and successful.

Term

Forced Liquidation Value

Definition

Liquidation value at which the asset or assets are sold as quickly as possible, such as at an auction.

Term

Free Cash Flow

Definition

The cash generated by a business on a pre-tax, pre-interest basis after making positive adjustments for non-cash expenses such as depreciation and amortization as well as owner-related benefits and negative adjustments for capital expenditures. Formally defined as Operating cash flow (Net Income plus depreciation and amortization plus taxes plus interest) minus capital expenditures and dividends.

Term

Going Concern

Definition

An ongoing operating business enterprise.

Term

Going Concern Value

Definition

The value of a business enterprise that is expected to continue to operate into the future. The intangible elements of Going Concern Value result from factors such as having a trained work force, an operational plant, and the necessary licenses, systems, and procedures in place.

Term

Goodwill

Definition

That intangible asset arising as a result of name, reputation, customer loyalty, location, products, and similar factors not separately identified.

Term

Goodwill Value

Definition

The value attributable to goodwill.

Term

Growth Capital

Definition

An investment made in an operating company by an outside investor to support existing or anticipated expansion of the business. May or may not include a change of equity control but frequently involves the exchange of equity ownership.

Term

Income (Income-Based) Approach

Definition

A general way of determining a value indication of a business, business ownership interest, security, or intangible asset using one or more methods that convert anticipated benefits into a present single amount.

Term

Intangible Assets

Definition

Nonphysical assets (such as franchises, trademarks, patents, copyrights, goodwill, equities, mineral rights, securities and contracts as distinguished from physical assets) that grant rights, privileges, and have economic benefits for the owner.

Term

Invested Capital

Definition

The sum of equity and debt in a business enterprise. Debt is typically long term liabilities or the sum of short term interest bearing debt and long term liabilities. When the term is used, it should be supplemented by a definition of exactly what it means in the given valuation context.

Term

Invested Capital Net Cash Flows

Definition

Those cash flows available to pay out to equity holders (in the form of dividends) and debt investors (in the form of principal and interest) after funding operations of the business enterprise and making necessary capital investments.

Term

Investment Banker

Definition

An individual who works in a financial institution that is in the business primarily of raising capital for companies, governments and other entities, or who works in a large bank’s division that is involved with these activities. Investment bankers may also provide other services to their clients such as mergers and acquisition advice, or advice on specific transactions, such as a spin-off or reorganization. In smaller organizations that do not have a specific investment banking arm, corporate finance staff may fulfill the duties of investment bankers. Investment bankers require specific skills – number-crunching ability, excellent verbal and written communication skills, and the capacity to work very long and grueling hours.

Term

Investment Risk

Definition

The degree of uncertainty as to the realization of expected returns.

Term

Investment Value

Definition

The value to a particular investor based on individual investment requirements and expectations. {NOTE: In Canada, the term used is “Value to the Owner.”}I

Term

Key Person Discount

Definition

An amount or percentage deducted from the value of an ownership interest to reflect the reduction in value resulting from the actual or potential loss of a key person in a business enterprise.

Term

Letter of Intent (LOI)

Definition

A formal, written document indicating the terms a buyer is offering a seller in a proposed acquisition or investment. Although not a contract, it is a document stating a serious intent, online casino by both parties, to carry out the proposed acquisition.

Term

Leveraged Buyout (LBO)

Definition

The acquisition of a business utilizing equity or investment capital and third-party debt financing. Typically includes a change of control or change of ownership.

Term

Levered Beta

Definition

The beta reflecting a capital structure that includes debt.

Term

Liquidation Value

Definition

The net amount that can be realized if the business is terminated and the assets are sold piecemeal. Liquidation can be either “orderly” or “forced”.

Term

Liquidity

Definition

The ability to quickly convert property to cash or pay a liability.

Term

Lower Middle Market (“LMM”)

Definition

Lower middle market is the lower end of the middle market segment of the economy, as measured in terms of annual revenue of the firms. Firms with annual revenues in the range of $5 million to $50 million are grouped under the lower middle market category. M&AMI Merger & Acquisition Master M&A advisor (M&AMI) certification is a designation that distinguishes its holders as seasoned M&A advisor professionals who have a solid educational background, proven accomplishments in completing deals and a strong passion for the M&A Source and M&A work. The M&AMI designation requires both educational credits and successful completion of multiple middle-market transactions.

Term

M&A advisor

Definition

A merger and acquisition (“M&A”) advisor who assists buyers and sellers of privately held small businesses throughout the business transfer transaction process. An agency relationship typically exists between the M&A advisor and either the buyer or the seller. The M&A advisor offers transaction advisory services such as estimating the value of the business; advertising it for sale with or without disclosing its identity; managing the initial buyer/seller interviews, discussions, and negotiations; facilitating the progress of the due diligence investigation and generally assisting with the business sale. M&A advisors require specific skills – number-crunching ability, excellent verbal and written communication skills, and the capacity to work very long and grueling hours. On Main Street, an M&A advisor is often referred to as a (business) broker. See also Investment Banker.

Term

Majority Control

Definition

The degree of control provided by a majority position.

Term

Majority Interest

Definition

An ownership interest greater than fifty percent (50%) of the voting interest in a business enterprise.

Term

Management Buy-in

Definition

Financing an outside manager or management team to acquire a target company. In a management buy-in (MBI), an external management team partners with a company with a management void. This could be a private company, a stand-alone company, or an orphaned division of a larger company. Again, managers retain operational control while holding significant equity.

Term

Management Buy-out

Definition

A process whereby management of a company acquires all or some of the ownership of the company they manage either independently or in partnership with a private equity fund/group (PEG). Management buy-outs (MBOs) are generally pursued by management teams that have little or no ownership in a business and want to obtain more ownership, but lack the financial resources to buy the company from the current owners. In these circumstances, a PEG can provide the financing necessary to facilitate the purchase of the business. The PEG also gives the management team a large equity stake to cement their commitment to continue running the business and pursue growth opportunities. Related uses or terms – MBO (Management Buy Out).

Term

Market (Market-Based) Approach

Definition

A general way of determining a value indication of a business, business ownership interest, security, or intangible asset by using one or more methods that compare the subject to similar businesses, business ownership interests, securities, or intangible assets that have been sold.

Term

Marketability Discount

Definition

See Discount for Lack of Marketability.

Term

Merger

Definition

The combination of two or more companies, either through (1) a pooling of interests in which the accounts are combined, (2) a purchase where the amount paid over and above the acquired company’s book value is carried on the books of the purchaser as goodwill, or (3) a consolidation in which a new company is formed to acquire the net assets of the combining companies.

Term

Mergers & Acquisition Advisor vs. Main Street Business Broker

Definition

M&A Advisors service owners of Lower Middle-Market companies – deals that involve complex business transactions with sophisticated buyers, often including intricate deal structuring, and challenging valuation and finance arrangements. M&A Advisors, often work on national transactions, which may involve intricate business merging, or sale, spanning multiple locations and typically confidentially present the acquisition opportunity to a small select group of targeted buyers. Main Street Business Brokers are often defined as Brokers that typically sell businesses for less than $1,000,000. These companies [i.e. dry cleaners, hair salons, restaurants, gas stations, convenience stores, franchises, or small service businesses] are usually purchased by individuals who want the independence of running their own company and want to replace their salary with the income of the business.

Term

Minority Discount

Definition

A discount for lack of control applicable to a minority interest.

Term

Minority Interest

Definition

An ownership interest less than fifty percent (50%) of the voting interest in a business enterprise.

Term

Most Probable Selling Price

Definition

That price for the assets intended for sale which represents the total consideration most likely to be established between a buyer and seller considering compulsion on the part of either buyer or seller, and potential financial, strategic, or non-financial benefits to seller and probable buyer.

Term

Net Book Value

Definition

With respect to a business enterprise, the difference between total assets (net of accumulated depreciation, depletion, and amortization) and total liabilities of a business enterprise as they appear on the balance sheet (synonymous with Shareholder’s Equity); with respect to an intangible asset, the capitalized cost of an intangible asset less accumulated amortization as it appears on the accounting books of the business enterprise.

Term

Net Cash Flow

Definition

A form of cash flow. When the term is used, it should be supplemented by a qualifier (for example, “Equity” or “Invested Capital”) and a definition of exactly what it means in the given valuation context.

Term

Net Tangible Asset Value

Definition

The value of the business enterprise’s tangible assets (excluding excess assets and non-operating assets) minus the value of its liabilities. {NOTE: In Canada, tangible assets also include identifiable intangible assets.}

Term

Non-operating Assets

Definition

Assets not necessary to ongoing operations of the business enterprise. {NOTE: In Canada, the term used is “Redundant Assets.”}

Term

Orderly Liquidation Value

Definition

Liquidation value at which the asset or assets are sold over a reasonable period of time to maximize proceeds received.

Term

Platform Company

Definition

A platform company is a company that a Private equity group (PEG) views—when investing through acquisition in a new industry or market space—as a starting point for follow-on acquisitions in the same area.

Term

Portfolio Company

Definition

A company acquired and owned by a private equity fund.

Term

Portfolio Discount

Definition

An amount or percentage that may be deducted from the value of a business enterprise to reflect the fact that it owns dissimilar operations or assets that may not fit well together.

Term

Premise of Value

Definition

An assumption regarding the most likely set of transactional circumstances that may be applicable to the subject valuation; e.g. going concern, liquidation.

Term

Principle of Substitution

Definition

A buyer will pay no more than that which he/she would have to pay to purchase an equally desirable substitute.

Term

Private Equity

Definition

An investment in non-public securities of, typically, private companies. Also an investment asset class typically reserved for large institutional investors such as pension funds and endowments as well as high net worth individuals. Includes investments in privately-held companies ranging from start-up companies to well-established and profitable companies to bankrupt or near bankrupt companies. Examples of private equity include venture capital, leveraged buyout, growth capital and distressed investments.

Term

Private Equity Fund

Definition

An investment vehicle, typically a Limited Partnership, formed to make investments in private companies via a pool of available equity capital.

Term

Private Equity Group (“PEG”)

Definition

See Private Equity and Private Equity Fund.

Term

Rate of Return

Definition

An amount of income (loss) and/or change in value realized or anticipated on an investment, expressed as a percentage of that investment.

Term

Ratio Analysis

Definition

A ratio analysis is a quantitative analysis of information contained in a company’s financial statements, used to evaluate various aspects of a company’s operating and financial performance such as its efficiency, liquidity, profitability and solvency.

Term

Recapitalization

Definition

A financing transaction that allow owners to harvest some of the value they have created in their companies while retaining a large ownership stake in the business going forward.

Term

Redundant Assets

Definition

{NOTE: In Canada, see “Non-operating Assets.”}

Term

Replacement Cost New

Definition

The current cost of a similar new property having the nearest equivalent utility to the property being valued.

Term

Report Date

Definition

The date conclusions are transmitted to the client.

Term

Reproduction Cost New

Definition

The current cost of an identical new property.

Term

Residual Value

Definition

The prospective value as of the end of the discrete projection period in a discounted benefit streams model.

Term

Risk Free Rate

Definition

The rate of return available in the market on an investment free of default risk.

Term

Risk Premium

Definition

A rate of return in addition to a risk free rate to compensate the investor for accepting risk.

Term

Roll up

Definition

A Rollup (also “Roll-up” or “Roll up”) is a process used by investors (commonly private equity firms) where multiple small companies in the same market are acquired and merged. The principal aim of a rollup is to reduce costs through economies of scale.

Term

Rule of Thumb

Definition

A mathematical relationship between or among variables based on experience, observation, hearsay, or a combination of these, usually applicable to a specific industry.

Term

Search Fund

Definition

An individual or group of individuals seeking to identify an acquisition candidate that the individual or group can acquire and subsequently manage. Typically, search funds do not have dedicated capital to acquire a business but, rather, have informal pledges from potential investors. Related uses or terms – fund-less sponsor.

Term

Special Interest Purchasers

Definition

Acquirers who believe they can enjoy post-acquisition economies of scale, synergy, or strategic advantages by combining the acquired business interest with their own.

Term

Standard of Value

Definition

The identification of the type of value being utilized in a specific engagement; e.g. fair market value, fair value, investment value.

Term

Sustaining Capital Reinvestment

Definition

The periodic capital outlay required to maintain operations at existing levels, net of the tax shield available from such outlays.

Term

Systematic Risk

Definition

The risk that is common to all risky securities and cannot be eliminated through diversification. When using the capital asset pricing model, systematic risk is measured by beta.

Term

Teaser

Definition

An anonymous document circulated to potential buyers of a specific business is for sale. The document, often prepared by an advisor, details information that is designed to entice potential buyers.

Term

Terminal Value

Definition

See Residual Value.

Term

The Risk Management Association

Definition

Formerly known as Robert Morris Associates.

Term

Unlevered Beta

Definition

he beta reflecting a capital structure without debt.

Term

Unsystematic Risk

Definition

The portion of total risk specific to an individual security that can be avoided through diversification.

Term

Valuation

Definition

The act or process of determining the value of a business, business ownership interest, security, or intangible asset.

Term

Valuation Approach

Definition

A general way of determining a value indication of a business, business ownership interest, security, or intangible asset using one or more valuation methods.

Term

Valuation Date

Definition

The specific point in time as of which the valuator’s opinion of value applies (also referred to as “Effective Date” or “Appraisal Date”).

Term

Valuation Method

Definition

Within valuation approaches, a specific way to determine value.

Term

Valuation Procedure

Definition

The act, manner, and technique of performing the steps of an appraisal method.

Term

Valuation Ratio

Definition

A fraction in which a value or price serves as the numerator and financial, operating, or physical data serve as the denominator.

Term

Value to the Owner

Definition

{NOTE: In Canada, see Investment Value.}

Term

Weighted Average Cost of Capital (WACC)

Definition

The cost of capital (discount rate) determined by the weighted average at market value of the cost of all financing sources in the business enterprise’s capital structure.

Term

Working Capital

Definition

Working capital is a measure of both a company’s efficiency and its short-term financial health. Working capital is calculated as: Working Capital = Current Assets – Current Liabilities. The working capital ratio (Current Assets/Current Liabilities) indicates whether a company has enough short term assets to cover its short term debt. Anything below 1 indicates negative W/C (working capital). While anything over 2 means that the company is not investing excess assets. Most believe that a ratio between 1.2 and 2.0 is sufficient. Also known as “net working capital”.

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