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Financial Glossary

FINANCIAL GLOSSARY

M&A · PRIVATE EQUITY · HEDGE FUNDS · INVESTMENT BANKING

M&A (Mergers & Acquisitions)
PE (Private Equity)
HF (Hedge Funds)
IB (Investment Banking)
TermCategoryDefinition
Acquisition M&A Purchase of a company or asset by another entity
Add-on PE Follow-on acquisition by a PE firm after acquiring a platform company; accretive buyout
Alpha Hedge Fund Excess return above market benchmark; manager's value-add
Arbitrage M&A Profit from price differential; buy low in one market, sell high in another
Arranger Inv. Banking Bank structuring and managing debt or equity issuance
Asset-backed securities (ABS) M&A Securities structured against cash flows, mortgages, receivables, or contracted revenue
Basis points (bps) PE Unit of measurement for interest rates; 100 bps = 1%
Best efforts Inv. Banking Underwriter commits to sell shares but no minimum guarantee
Beta Hedge Fund Market risk exposure; correlation to broad benchmark
Blended rate PE Weighted average cost of capital from multiple funding sources
Book building Inv. Banking IPO process of taking investor orders; sets demand and price range
Bookrunner Inv. Banking Lead underbank managing IPO order book and pricing
Book value PE Net asset value on balance sheet (assets minus liabilities)
Bridge financing PE Short-term debt to cover gap until long-term financing closes
Bulk acquisition M&A Purchase of multiple assets or businesses from a single seller in one transaction
Carried interest PE PE manager's profit share from deal returns; performance-based compensation
Cash-flow sweep PE Allocation of excess cash flow to debt repayment or investor returns
Closing M&A Final settlement of deal; transfer of assets and funds
Commitment letter Inv. Banking Bank's binding promise to fund financing for deal; backs seller's LOI
Comparable companies (comps) M&A Peer firms used for valuation multiples and benchmarking
Comparable transactions M&A Similar M&A deals used as precedent for valuation
Contingent consideration M&A Deferred or variable purchase price linked to future performance (earnout)
Covenant PE Binding agreement clause restricting or requiring specific actions
DCM (Debt Capital Markets) Inv. Banking Investment banking division managing debt issuance (bonds, loans)
Debt-to-equity ratio PE Leverage metric; total debt divided by shareholder equity
Deal sourcing M&A Process of finding and originating acquisition targets
Discounted cash flow (DCF) M&A Valuation method using projected cash flows discounted to present value
Discretionary strategy Hedge Fund Manager makes subjective investment decisions; vs. systematic/quantitative
Drawdown Hedge Fund Peak-to-trough decline in fund value during downmarket period; loss measure
Drag-along rights M&A Majority shareholder power to force minority shareholders to sell
Due diligence M&A Comprehensive investigation of target company financials, legal, ops, and risks
Earn-out (earnout) M&A Contingent payment tied to post-acquisition performance metrics
EBITDA PE Earnings before interest, taxes, depreciation, amortization; operating profit proxy
EBITDA multiple PE Enterprise value divided by EBITDA; primary M&A valuation metric
ECM (Equity Capital Markets) Inv. Banking Investment banking division managing equity issuance (IPO, secondary offerings)
Enterprise value (EV) M&A Total market value of equity plus net debt; true acquisition price
Equity check PE PE investor's cash contribution to acquire a target (first money in)
Event-driven strategy Hedge Fund Profit from corporate events: M&A, restructuring, spinoffs, earnings surprises
Exit strategy PE Plan to sell or liquidate holding; IPO, sale to buyer, or secondary sale
Fairness opinion Inv. Banking Independent banker analysis that deal price is fair to shareholders
Financial sponsor PE PE firm or investment entity financing and managing an acquisition
Firm commitment Inv. Banking Underwriter's binding guarantee to buy shares not sold to investors
Fixed income PE Debt securities paying fixed or predetermined interest payments
Floor/ceiling M&A Minimum and maximum valuation bounds in deal negotiation
Hedging Hedge Fund Offsetting risk by taking opposing positions; reduce downside exposure
High water mark Hedge Fund Performance fee only paid on gains above prior peak; protects LPs from double fees
Hold period PE Time a PE fund owns a company before exit (typically 3–7 years)
IPO (Initial public offering) Inv. Banking First public sale of company shares; primary role for ECM bankers
Internal rate of return (IRR) PE Annualized return on PE investment; key performance metric
Leveraged buyout (LBO) PE Acquisition financed primarily with debt; equity check is 20–40%
Lender consent PE Requirement for existing lenders to approve deal or debt refinancing
Letter of intent (LOI) M&A Non-binding offer outlining deal terms and timelines before formal binding
Lock-up period Inv. Banking Restriction preventing sale of shares post-IPO; typically 6 months
Long/short strategy Hedge Fund Buy undervalued stocks (long), short overvalued; net long or market neutral
Last twelve months (LTM) PE Financial metrics for past 12 months; used for valuation base
Management buyout (MBO) PE Acquisition where existing management takes control; PE-backed
Management fees Inv. Banking Percentage charged by bank for advisory services; typically 0.5–2% of deal value
Merger arbitrage Hedge Fund Bet on M&A deal closing; buy target at discount to acquisition price
M&A (Mergers & Acquisitions) M&A Corporate deals combining or transferring ownership of businesses
Merger M&A Combining two companies into one legal entity
Minority stake PE PE investment of <50%; passive or influence-based position
Multiple on invested capital (MOIC) PE Return multiple; total value returned divided by capital invested
Net debt/cash position PE Total debt minus cash; reflects true leverage
Non-disclosure agreement (NDA) M&A Confidentiality contract signed before sharing sensitive deal information
Notional value Hedge Fund Total value of leveraged positions; may exceed fund assets due to short leverage
Opex (operating expenses) PE Day-to-day costs to run the business; salaries, rent, utilities
Origination M&A Source or create capital structures and financial solutions for clients
Pitchbook Inv. Banking Proposal presentation to client showing credentials, deals, and valuation approach
Placement agent Inv. Banking Intermediary raising capital for private placement offerings or funds
Platform company PE Anchor acquisition; base for strategic add-ons in buy-and-build PE strategy
Post-money valuation PE Company value after new investment round closes
Pre-money valuation PE Company value before new investment or deal closes
Preemptive rights PE Right to participate in future funding rounds to maintain ownership %
Prime broker Hedge Fund Bank providing hedge funds credit, securities lending, and clearing services
Purchase price M&A Total amount paid for acquisition; base price plus adjustments
PVE (Private value extraction) PE PE strategy focused on cost-cutting and asset monetization
Recapitalization PE Restructuring of debt and equity; often precedes exit
Redemption Hedge Fund LP withdrawal of capital from hedge fund; subject to lock-up and notice period
Relative value strategy Hedge Fund Exploit pricing mismatch between related instruments; arbitrage/neutral strategies
Representations and warranties M&A Seller's guarantees about accuracy of deal information; backed by escrow
Reverse merger Inv. Banking Private company merges into shell company to go public without traditional IPO
Roadshow Inv. Banking Management tour to meet investors; builds demand and determines IPO price
RWD (Representations warranty insurance) M&A Insurance coverage protecting buyer against breaches of seller reps
Secondary sale PE PE fund sells portfolio company to another PE fund or investor
Sensitivity analysis M&A Valuation modeling testing impact of varying key assumptions
Short selling Hedge Fund Borrow and sell security expecting price decline; profit if repurchased lower
Signing M&A Execution of binding purchase agreement; precedes closing
SPAC (Special purpose acquisition company) Inv. Banking Blank-check company listing on stock exchange to acquire private firm
SPV (Special purpose vehicle) M&A Legal entity created to hold assets and isolate risk in a deal
Stapled financing Inv. Banking Bank commits debt financing to deal; helps seller attract buyer certainty
Strategic buyer M&A Corporate entity buying for synergy; vs. financial buyer (PE)
Syndicate Inv. Banking Group of underwriters jointly managing IPO or debt issuance
Syndication M&A Multiple investors pooling capital for a single large deal
Systematic/quantitative strategy Hedge Fund Rules-based algorithmic trading; vs. discretionary manager judgment
TEV (Total enterprise value) PE Market value of all equity and debt; unlevered value
Term sheet PE Summary of key deal terms and investor rights; precedes full agreements
Tombstone Inv. Banking Formal advertisement of completed deal; lists deal participants and terms
Underwriting fees Inv. Banking Compensation for managing IPO or debt issuance; typically 3–7% of proceeds
Valuation M&A Estimated fair value of target; methods include DCF, multiples, comps
Vendor financing PE Seller provides part of purchase price as deferred payment
Volatility arbitrage Hedge Fund Trade implied vs realized volatility; profit from mismatch
WACC (Weighted average cost of capital) PE Average cost of debt and equity funding; discount rate for valuation
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