A

Letter of Intent
see Letter of Intent (LOI)

ABS
Asset Backed Securities

APV, Adjusted Present Value
Alternative to the WACC approach to business valuation. The starting point is the valuation of the debt-free (unlevered) company, followed by advice on the effects of debt financing.

Acquisition
Takeover of a company by third parties. Unlike the merger, continuation of its own legal personality.

Acquisition financing
Debt financing to finance corporate acquisitions. A typical form of loan for “acquisition financing” is the acquisition loan, the bridge loan, the working capital facility and the investment loan.

Shareholders’ Binding Agreement (SBA), Pooling Agreement
Agreement among shareholders that regulates, in addition to the company’s Articles of Association, the relationships of these shareholders with the company (including voting, corporate governance, pre-emptive right, co-sale right, obligation, financial policy, etc.).

Anchoring
Element of negotiation tactics, in order to increase peer pressure, e.g. by specifying a price level.

Annexation
see Merger

Arbitrage, Risk Arbitrage
Taking advantage of price differences, which exist for the same objects at the same time in different places.

Argument Value
Partial value, which presupposes the knowledge of the decision value. Part of the negotiating tactic. Used to achieve a favourable price.

Assets
assets, items of property.

Asset Deal
Company purchase through acquisition of the individual economic assets of the company (asset purchase). Unlike the share deal, where shares are bought.

Asset Plays, Asset Stripping
Realisation of detachable, undervalued assets or company parts.
 

B

Badwill
Unlike goodwill, a deduction to the reported equity. See Carrying amount.

Bank Consortium
A group of banks that jointly provide financing to borrowers with the same conditions when lending. The coordination is usually assumed by a consortium leader.

Present value, net present value
see Present Value, Net Present Value NPV. Value that a future cash flow has at the time of valuation. Net means after the deduction of debt at the time of valuation.

Base Case
Baseline scenario

Basel II
With Basel II, the capital requirements for credit institutions should be adapted to the actual risks of the banking business. Accordingly, credit institutions will have to take greater account of the creditworthiness of their customers, as well as the usability of collateral in the loan conditions. With Basel II, it is feared that credit increases, credit squeezes or even credit cuts will affect small and medium-sized businesses.

Underlying Instrument, Underlying
For financial options, e.g. share, real options company valuation or free cash flows.

BATNA, Best Alternative To a Negotiated Agreement.
Negotiation position or contract in which the conclusion of a contract no longer makes sense.

Benchmark, Benchmarking
Valuation option using comparative values from transactions of companies in the same sector.

Best Case
Cheapest scenario.

Beta factor
Relative measure of risk. Key figure that reflects the relative fluctuation margin of a share in relation to the overall market. At a beta of 1, the share fluctuates as much as the overall market. A beta <1 shows a below-average movement, a beta >1 an above-average movement.

Participation Check
The economic situation and the environment of the target company is thoroughly analysed by a financial or strategic investor. In the case of a positive assessment, a preliminary company evaluation is prepared based on this, which forms the basis for the subsequent examination and negotiation process.

Valuation-Multiple
Key figure or factor that results from the relation price (market value) divided by the reference value, e.g. price/sales, price/carrying amount, price/earnings, price/EBITDA, etc.

Binding Offer (BO)
Binding purchase price offer of the buyer, which was submitted after the due diligence and is mostly valid for a limited time.

Market Capitalisation
Number of issued equity securities multiplied by the market value.

Break-even (Company value, profit, cash)
Value at which a certain threshold is exceeded.

Break-up-Value
Breakdown value of a company.

Bridge Financing
Short-term bridging or interim financing. Funds made available to a company to finance a buy-out or to prepare for the IPO.

Carrying Amount, Book value
Balance sheet value of an asset or liability.

Business Angel
Individuals undertaking seed and start-up venture capital financing, often in conjunction with strategic coaching.

Business Judgement Rule
Due diligence and loyalty obligations comprehensive liability exemption concept.

Business Plan
Business plan of a management team or capital-seeking company, which lists and quantifies the projects, the objectives and the ways to reach them over the next 3 to 5 years. Structured analyses of the strengths, weaknesses, opportunities and risks are just as much a part of this as is the actual data on net assets, financial position and results of operations, the corporate strategy and budgeted values for key figures such as revenues, earnings and cash flows.

Buy and Build
Approach of financial investors who, based on an initial investment, undertake further investments in the same sector. Consolidating fragmented sectors will improve operating margins and create larger, capital market items.

Buy Back
Shares are repurchased by the original shareholders. Also common as an exit option for financial investors.

C

Call, Call-Option, Purchase Right
Buyer’s right to purchase the object of purchase from the seller at a specific price during the term (American Option) or at the end of the term (European Option).

Capital Gain
Capital gain realised on a sale of company shares.

CAPM, Capital Asset Pricing Model
Capital market theory model for calculating the cost of equity.

Carve-out
Sale of shares of a subsidiary to new shareholders.

Cash flow
surplus of cash and cash equivalents of a company. Therefore a central financial and success indicator. It indicates the extent to which a company can generate financial resources on its own. The cash flow is used for capital expenditure, debt repayments, dividend payments and increasing the liquidity reserve. Cash flow is an indication of the debt repayment power of a company and a key factor in liquidity planning and liquidity assessment.

Cash Flow Deal
A management buy-out is largely funded on the basis of a company’s cash flows. From the cash flow, the repayment of borrowed capital and the debt service for the financing of a buy-out must be rendered.

CDS, Credit Default Swap
Credit derivative for trading credit default risks.

Closing
Closing of the contract. In a transaction, e.g. a company purchase, a business investment or financing, the closing is the date that the documents are signed. Mostly notarial act of signing an Articles of Association, participation agreement and possibly a side letter. The agreed cash and cash equivalents flow to the company on the basis of the closing.

Comparable Companies Method
Multiplier analysis based on comparable listed companies. The purpose is to identify and analyse industry multiples for the valuation of companies. Market prices of listed companies serve as reference objects.

Confidentiality Agreement
Confidentiality agreement; Declaration agreeing to absolute discretion regarding information received in the course of a transaction.

Conglomerate Discount
Based on the observation that conglomerates have a market value below the break-up value (sum-of-the-parts > stock market capitalisation).

Cost of Capital
see cost of capital, cost of equity, borrowing costs, WACC.

Corporate Finance
Corporate financing and therefore the entire structuring of the equity and liabilities of a company.

Covenants
Conditions to be met for the duration of a financing agreement.

D

Data Room
Data room (physical or electronic) containing all information relevant to the buyer about the company to be sold. The data room is usually set up in a neutral location, in order to affect the internal processes in the target company as little as possible. All contents of the Data Room are listed in a so-called “Data Room Index”.

Deal Breakers
Circumstances that result in the failure of an intended transaction.

Deal flow
Number of incoming transaction proposals and participation requests.

Debt
Borrowed capital, e.g. the borrowed capital acquired in a company purchase.

Default
Breach of contract by default, in other words the contracting party does not fulfil their contractual obligations.

Discounted Cash Flow Model(s), DCF-Model(s)
Valuation techniques where the company value is the present value of future free cash flows.

Discount Rate
p.a. interest rate used to discount a cash flow at a point in time.

Distressed Private Equity
Investment in companies in crisis situations. Recovery solutions to avert insolvency are offered or companies are restructured after bankruptcy and provided with capital.

Due Diligence
«Necessary care» – due diligence checks or reviews are clarification actions for the evaluation of a company. Depending on the situation, various subject areas (e.g. product/market, processes, human resources, legal and tax aspects, environment) are examined with the aim to identify any deal breakers or aspects that may influence price and contract. Due diligence usually covers at least the areas of legal due diligence, tax due diligence, financial due diligence, market due diligence and environmental due diligence.

Downstream
Legal and economic organisation from the parent to the subsidiary, e.g. through guarantees for obligations of the subsidiary. Counterpart: Upstream

Downstream-Merger
Merger of the parent company with the subsidiary.

DTA, Decision Tree Analysis
Decision Tree Analysis.

DVFA
Deutsche Vereinigung für Finanzanalyse und Anlageberatung e.V. (German Association for Financial Analysis and Investment Advisory) has issued guidelines for the adjustment of annual results.

E

Early Stage Financing
Financing the early stages of a company’s development – from conception to the start of production and marketing.

Earn-out
Success-dependent part of the purchase price, which is due upon achievement of certain benchmarks.

EBIT, Earnings before Interest and Tax.
Earnings. Result of ordinary business activity plus interest expenses/less interest income.

EBITDA, Earnings before Interest, Tax, Depreciation and Amortisation.
Profit before taxes, interest, depreciation and goodwill amortisation. Amortisation is irrelevant in German accounting because, in contrast to Anglo-Saxon accounting, no distinction is made between depreciation on material (depreciation) and intangible (amortisation) assets.

Economic Value Added (EVA), Economic Profit (EP)
Periodic performance amount that takes into account the cost of employed capital (including equity). Equity capital costs of the required return of equity investors.

Final Value, Residual Value, Terminal Value
Designates each value in the DCF model that results from the valuation-relevant free cash flows beyond the detailed plan period (plan, strategy horizon). Final values occur as continuation values ​​or break-up values.

Enterprise Value (EV)
Market value of the operating business; Value of equity plus the value of debt.

Entity Value
total value, also corporate value. See Enterprise Value plus non-operating assets.

Entity Approach
Gross method. Determination of the total value and hence derived from the equity value.

Decision Value
Internal, partisan value that represents the walk-away price, the buyer’s price cap or the seller’s lower price limit.

Earnings value, future value
Equity value through the addition of the discounted company profits or simplified by capitalisation of the sustainable corporate success (see Perpetual Annuity).

Escrow
Settlement of the reciprocal exchange of services (shares, purchase price) on the basis of an escrow agreement with an independent third party (escrow agent).

Equity
English term for equity. The funds that are available to the company from its owners. Equity capital may flow to the company from outside (e.g. with a capital increase against contributions) or from inside (e.g. by waiving profit distribution). In the case of a limited liability company, the (balance sheet) equity capital is calculated from the subscribed capital plus the additional paid-in capital, the revenue reserves, the special reserve item minus the outstanding contributions to subscribed capital. The effective equity capital also considers hidden reserves.

Equity Approach
Net method. Direct determination of the equity value by discounting the future free cash flow to equity plus non-operating net assets.

Equity Story
Key messages on the attractiveness of a company as an investment.

Equity Value
Value of equity or shares. For a listed company, the equity value is market capitalisation. Equity value is calculated as the enterprise value less the value of net debt.

Perpetual Annuity
Capitalisation of sustainable profit by multiplying by the reciprocal of the discount rate. Simplest method of profit value.

Exclusivity Agreement
Exclusive agreement in which the parties agree to exclusively negotiate an exclusivity period.

Exit
Exit of an investor from an investment through an IPO or sale. The sale can either be made to a strategic buyer (Trade Sale), another financial investor (Secondary) or to the co-owners or former shareholders (Buy Back).

Expansion Financing
Growth financing. The company needs capital to finance additional production capacity, product diversification and/or additional “working capital”.

F

Fairness Opinion
Opinion on the appropriateness of a price quote, normally an investment bank or WP company.

Financial Covenants
Obligation of the borrower to the bank to comply with a limit set out in the loan agreement of a key financial figure that is also defined in the loan agreement. Commonly used key financial figures or measures are the cash flow coverage ratio, defined as operating cash flow divided by total capital service, and the interest cover ratio, defined as operating profit (EBIT) divided by interest paid. In addition, a minimum of own funds and maximum annual investments are often stipulated.

Financial Ratios
Financial indicators for the control and governance of net assets, financial position and results of corporate earnings performance, such as profitability, liquidity and balance sheet ratios.

Round of Financing
Offers to existing and new investors to inject fresh capital based on an updated company valuation.

Financing Conditions, Gearing
Ratio of the market value of the borrowed capital to the entity value or total value.

Financial Investor
Financial investors seek capital from institutional investors (capital raising) in order to invest it as equity and borrowed capital in entrepreneurial holdings. Their aim is to maximise the return on investment by realising value appreciations on the disposal of the portfolio companies. Contrast: Strategic investors.

Finance Option
Right to buy (call option) or sell (put option) a particular security at any time (American option) or on the expiry date (European option).

Finders Fee
Commission for the mediation of a transaction partner.

Free Cash Flow (FCF)
Prime parameter to determine the DCF company value. The FCF is the operating payment surplus available to the lenders for the debt service. It is determined by cash-effective operating income less cash-effective expenses, tax and capital expenditure on net working capital and fixed assets.

Debt, market value of debt
In general, liabilities to third parties. When calculating net working capital, non-interest-bearing liabilities are deductible items. With the company valuation (entity approach), the equity value is determined by subtracting the market value of the borrowed capital from the entity value. The market value of this borrowed capital corresponds to the value of the interest-bearing borrowed capital at maturity plus other non-current liabilities, insofar as these are not included in the free cash flow.

Borrowing Costs
Market interest rates after taking into account the tax shield.

Funds
Funds that serve as an investment vehicle that are used on the money of institutional and private investors. Funds are often located in tax-privileged locations, such as Jersey or the Cayman Islands.

Fusion (Merger)
Combination merger, annexation or absorption merger. Legal merger of companies by universal succession.

G

General Partner
Management company of a private equity or mezzanine fund. Collects money from investors – usually pension funds, private individuals, insurance companies, banks – and invests them in equity investments. Assumes the management of the investments with regard to value enhancement. They receive a management fee for this purpose, usually between 1%–2.5% and Carried Interest (20%–25%).

Overall Return
The ratio between operating income and total employed capital can be determined using the EBIT quotient, divided by the sum of own funds plus borrowed capital or the balance sheet total.

Goodwill
Difference between market value/purchase price/acquisition cost and carrying amount of equity capital. When determining, it must be taken into account that hidden reserves in fixed assets can be activated by step-up. Goodwill is compulsory and depreciated over a period of at least 15 years under tax law.

I

IAS, International Accounting Standards
In order to ensure comparability between different annual reports and the income figures reported therein, these must be calculated according to certain principles (balance sheet standards). In particular, the IAS standard is used on an international scale. American companies also draw up according to US GAAP (see US GAAP). German companies formerly used the HGB, but this standard is rarely used by internationally active companies in Germany.

IFRS, International Financial Reporting Standards
International Financial Reporting Standards (IFRS) are international accounting standards for companies that are issued by the International Accounting Standards Board (IASB). They are intended to regulate the preparation of internationally comparable annual and consolidated financial statements, irrespective of national legislation. The IFRS are stipulated by numerous countries at least for capital market-oriented enterprises. They consist of standards and official interpretations of the standards. There is a framework for the IFRS.

Information Memorandum (see also Memorandum)
The memorandum is quantitative and qualitative documentation of a capital-seeking company or a company held for sale and generally contains information about the company itself, such as its organisation, financial data, employees, but also the industry environment and competition. It will be made available to potential interested parties with a confidentiality statement to examine an investment.

Initial Public Offering (IPO)
IPO, initial public issue of shares on a stock exchange.

IRR, Internal Rate of Return
Internal interest rate of an investment, dynamic rate p.a. Average annual return on the capital invested by the investor. Corresponds to the internal rate of return, according to the internal interest rate method. The basis for the determination are all cash flows and their dates.

K

Capital Expenditure, Capital Employed
Derived from the balance sheet, it is a value consisting of net working capital plus fixed assets.

Cost of Capital (see Cost of Capital)
Cost of Capital = Market value of capital x cost of capital.

Capital Cost Rate
Return expectations (opportunity costs) of equity investors and outside creditors.

Capital Turnover
Net proceeds/capital investment. Capital turnover x return on revenue = return on total capital.

Call Option
A contractually granted right, e.g. to demand the purchase of additional shares in a company.

L

Later Stage Financing
Financing in late stages, e.g. to finance expansions, acquisitions, bridging, etc. with established medium-sized companies.

Lead Investor
In a syndicate of financial investors usually the investor with the largest share, who takes over both the organisation of financing as well as the supervision.

Lead Manager
The Lead Manager takes over in a capital market transaction. Among other tasks, they are responsible for the syndication and are liable for compliance with legal regulations. For emissions, the Lead Manager usually receives the largest assignment. As a consultant, the Lead Manager coordinates the work of lawyers, rating agencies and credit enhancers. They are also involved in the preparation of the prospectus.

Letter of Intent (LOI)
Letter of intent for the pre-contractual fixing of essential parts of the contract, such as financing volume, acquisition of shares, co-determination, sales rights, etc.

Leverage, Leverage Effect
Level of external debt. Leverage effect of external debt, which increases return on equity as long as the cost of borrowed capital is below the average interest rate on capital employed. Leverage also refers to the ratio of external funds to the total capitalisation of a business, e.g. in a management buy-out. A leverage of 70% means that 70% of the total financing was represented by borrowed funds. From a dynamic perspective, leverage is the ratio of borrower funds to operating income (EBIT) or operating cash flow (EBITDA). A leverage of 3 means that borrowed funds have been represented at three times the operating result.

Leveraged Buy-Out (LBO)
Company purchase with high deployment of borrowed funds (see Leverage). The loans acquired for purchase are operated from the cash flow of the company and secured by the acquired assets. Loan liabilities can also be attributed to the sale of individual company shares.

Leveraged Acquisition Finance
Structuring and provision of borrowed funds to conduct business acquisitions. Typically, a high deployment of borrowed funds is used. The provision of borrowed funds is based on the combined earning power of the acquiring companies and companies to be acquired. Accordingly, the cash flow must be structured to control the acquisition loan.

Liquidation Preference
Preferential distribution in the case of liquidation or sale. The liquidation preference is an asymmetric distribution of the proceeds in favour of equity investors.

Liquidation Value
Value of a company, which is realised in corporate tasks and broken into its individual parts. The liquidation value is the lower value limit of a company.

Lock-up
Lock-up period includes the period in which shareholders may not sell shares from their holdings after the IPO.

Longlist
The longlist comprises a selection of potential investors in a corporate sale or identified target company in a corporate acquisition. The candidates that are actually addressed are shown in a shortlist.

M

Management-Buy-In (MBI)
Buying a business through external management, in other words in conjunction with a financial investor.

Management-Buy-Out (MBO)
Buying a business through existing management, in other words in conjunction with a financial investor. The management often uses its own consultants. Banks provide a substantial part of the purchase price as external financing.

Management Presentation
Serves the seller to provide potential buyers with additional information to clarify the company’s valuation and reduce the risk premiums. The content of the management presentation complements the information memorandum. A special focus is mostly on the future strategy and on the plausibility of the designated planning.

Market Value
Price that is paid on the valuation date or paid for a fair valuation.

Memorandum (see also Information Memorandum)
The memorandum is quantitative and qualitative documentation of a capital-seeking business or a company held for sale and generally contains information about the company itself, such as its organisation, financial data, employees, but also the industry environment and competition. It will be made available to potential interested parties with a confidentiality statement to examine an investment.

Mergers & Acquisitions (M&A)
Advice on the merger and the acquisition of companies.

Mezzanine Financing
Mezzanines are hybrid financing funds that can vary quite differently. A distinction is made between equity capitalised “equity mezzanine capital” (junior mezzanine) and debt capitalised “debt mezzanine capital” (senior mezzanine). Forms of application common in Germany are silent participations, shareholder loans or participatory notes. Mezzanine fills the funding gap between debt and equity in the capital structure in growth situations, MBOs/MBIs and acquisitions.

Milestones
Milestones are agreed for financing with venture capital and mezzanine. The financing packages are divided into tranches. Further payments by investors are made dependent on the achievement of operational parameters, such as turnover and profit figures.

Multipliers, multiples (market, trading, transaction)
Multipliers are formed as Enterprise Value, Equity Value, Earnings and Cash Flow multiples by taking the equity value at a given time in relation to a given benchmark (sales, earnings, cash flow, EBIT, EBITDA, etc.). These multipliers are used to determine market-oriented corporate values.

N

Subordinated Loans
In the event of insolvency, the repayment of subordinated loans will only be made after full service of the senior lenders. Often bound to the fulfilment of certain criteria (Covenant).

NDA, Non-disclosure Agreement
see Confidentiality Agreement

Net Cash/Net Debt
Component of enterprise value. Balance of cash and interest-bearing liabilities.

Net Present Value (NPV)
Net present value of an investment after deduction of initial expenses.

Net Financial Debt
Liabilities to banks minus the cash and cash equivalents of a company.

Net Working Capital
Inventories plus trade receivables less trade payables.

NewCo
New company. Newly founded company that serves as an acquisition vehicle. The legal form of a NewCo is usually that of a corporation.

Non-operating assets
All assets that are not considered to be required capital of the operating business (also excess inventory, receivables).

Non-binding Offer (NBO)
First submission of a non-binding offer or purchase price by possible buyers after examination and analysis of an information memorandum.

NOPAT, Net Operating Profit After Taxes.
Corresponds to EBIT or operating income after taxes, before financing and neutral success.

NOPLAT, Net Operating Profit Less Adjusted Tax
The NOPLAT, in other words business results less adjusted taxes (also known as Earnings Before Interest, EBI), is a business key figure that expresses the operating profit adjusted for the exact taxes paid.

O

Operating Margin
Operating result: Operative earning power of a company. The calculation is based on the ratio of EBIT to revenue or EBITDA to revenue.

Opportunity costs
Costs of comparable risks.

Options
See financial options (call options, put options), see Real options

P

Payback-Period
Period after which the originally invested capital flowed back to the investor.

Peer Group
Group of benchmark companies.

PIK Note
Payment in kind. Bond for which interest is paid and redeemed at maturity.

Potential Value
Highest conceivable value.

PREPs, Equin-Notes
Mezzanine programme for medium-sized companies.

Price/Earnings-Ratio, P/E-Ratio
Price/earnings ratio (P/E), is the multiple of the actual profit attributable to a share, with which this share is valued on the stock exchange. If for example one share loses €20 profit, the price per share is €200, which is P/E 10.

Price/Earnings/Growth-Ratio, PEG-Ratio
Relation of the P/E ratio to the average growth rate of earnings per share.

Private Equity
Equity, which is not provided through formally organised and publicly available markets, such as stock markets. Financial investors usually refer to the capital invested in buy-outs as private equity. A distinction must be made between venture capital, which involves investments in young companies with negative cash flow.

Private Equity Fund
Fund for investments in unlisted companies. The selection and support of the investments is carried out by the fund management. Investors in such funds are usually institutional investors such as banks and insurance companies.

Private Placement
A private placement is, usually in the context of a capital increase, the placement of shares in the company or bonds directly with an institutional or private investor.

R

Real Options
In contrast to financial options, where the underlying instrument is a financial instrument, real options are the discounted cash flows of the base case of the company, project or underlying object to be valued. Recapitalisation, recap refinancing and change of capital structure, often as a result of MBO/MBI.

Recent Acquisitions Method
Serves the purchase price determination. Valuation is based on comparable transactions.

Risk, systematic
Also market risk that cannot be avoided by the investor through diversification. Difference in capital market return (reciprocal value of total market P/E Ratio) and risk-free interest rate.

Risk, unsystematic
Includes all company-specific risks (see Beta).

Risk-free interest rate
Return on investment without default risk. In practice, simplifying the return on long-term fixed-income government bonds.

S

Share Deal
Purchase of company shares. Counterpart: Asset Deal.

SMI
Swiss Market Index

SPA, Sale and Purchase Agreement
Contract to buy and sell a company.

Secondary Buy-Out
Buying or selling a majority stake among financial investors.

Sensitivity analysis
Analysis of the effect of possible changes in value drivers on company value.

Shareholder Value
Value that the owners (shareholders) have for their company. Absolute value based on the plan data of a scenario.

Shortlist
Longlist is condensed together with client to the shortlist.

Signing
Signing of the SPA.

Spin-off
Individual departments of a company are dissolved out from the MBO by their former managers from a company, made independent and sold. In this case, the spin-off can also be used to finance a corporate sale through the LBO as a whole (assets are sold to fulfil debt obligations).

Split-off
Offer to shareholders to exchange their shares for shares of a subsidiary.

Squeeze-out
Forced exclusion of minority shareholders.

Simulations
Forecast formation using randomly formed future scenarios. An advantage with sensitivity analyses or with the use of the scenario technique. In the real options approach, the Monte Carlo simulation is used to calculate the volatility.

Stapled Financing
(«Fixed») financing (usually financing offer of a bank) supplied with the company sale.

Silent Shareholders
A shareholder who enters into a silent partnership with a company. Silent participation is usually fixed-term, with a fixed rate, information and consent rights and a fixed performance-based component. In principle, silent participation does not require publicity, except for public limited companies. See also mezzanine capital.

Strategic Business Unit (SBU)
Business units that must compete as separate entities.

Net Asset Value
(Partial, full, normal, supplementary capital) Additive or synthetic value. Total essential and non-operating tangible and intangible assets. Rated under the assumption of continuation or liquidation.

Sum-of-the-Parts Valuation
Valuation approach for a group of companies where the SBU is individually valued and together with non-operating assets including net cash less present value of the group overheads and net debt is the equity value.

Scenario Planning
Planning technique to better estimate opportunities and risks (see Base Case, Best Case, Worst Case).

T

Target
Company that the purchase or acquisition intent is aimed at.

Tax Shield
Corresponds to the tax savings resulting from the tax deductibility of interest on borrowing costs.

Teaser, Abstract
Blind profile of a sales candidate.

Tender offer
public takeover offers to shareholders.

Term Sheet
Summary of all significant financing conditions by a bank. On the basis of term sheets, financing offers are examined by various banks and initial negotiations are conducted. The term sheet then forms the basis for the loan agreement.

Terminal Value
see Final Value

Track Record
The completed and realised deals or funds serves as the references for an investment company.

Trade Sale
Sale of shares or assets of a company to a strategic investor, e.g. a competitor.

Turnaround
Successfully overcoming a corporate crisis.

Turnaround Financing
Financing a business that is set to develop upwards after overcoming structural difficulties. Financing by a special Distressed Private Equity Fund.

U

Underlying
basic title, instrument, object

Upstream-Merger
Merger of the subsidiary company with the parent company.

US-GAAP
United States Generally Accepted Accounting Principles.

V

Value of Debt
Value of net financial debt. This is calculated by adding together all interest-bearing liabilities (in particular bank liabilities) reported in the balance sheet and deducting from this the available liquidity position (in particular cash).

Value Drivers
Value drivers, generators or their underlying value factors and levers are the valuation parameters sales growth rate, operating sales profit rate, investment in working capital, additional investment (capital expenditure > depreciation), cost of capital, growth period (strategy horizon).

Vendor Due Diligence
Due diligence conducted by the seller in regards to the sale.

Venture Capital
Private equity financing in the early stages of a company (seed, start-up).

Venture Capital Companies
Companies whose purpose is to raise risk capital and to participate in companies.

Put Option
The contractually granted possibility, e.g. to bring about a sale.

VIP Concept
From vision to process organisation

Volatility
Annualised standard deviation of the steady return of an asset. Measure of the overall risk.

W

WACC, Weighted Average Cost of Capital
weighted average cost of capital. Discount rate used to discount free cash flows in business valuation according to the entity approach. It is calculated from the costs of debt and equity (target structure) weighted at market value.

Walk-Away Price
Calculated upper price limit of the buyer or lower price limit of the seller, according to their shareholder value.

Value Enhancement, Shareholder Value Added
Positive change in shareholder value based on plan data. Value growth comes from investments whose internal rate of return is higher than the cost of capital.

Value Destruction
Negative change in shareholder value based on plan data.

Value Drivers, Generators
see Value Drivers

Working Capital, Net Working Capital
Strongly revolving part of the capital investment in the company, consisting of the cash and working capital funds.

Worst Case
Worst Scenario


Your direct contact with us

Agree a callback