A plan that outlines clearly the changes to be achieved by a company during the first three months post-investment.
Exit plan by a private equity (PE) firm to prepare the portfolio company for sale.
Transaction between two funds managed by the same sponsor.
Part of agency theory. Risk of management (the agent) pursuing their own interests instead of shareholders (the principal).
AIVs are structured to accommodate one or more special investments made outside of the primary fund (and/or a parallel fund).
Also known as deal-by-deal waterfall: this structure entitles a general partner (GP) to carried interest after each portfolio company’s exit, provided investors have received their invested capital and any preferred return including a “make whole” payment for losses incurred on prior deals.
For a loan: repaid on an annual basis over the life of the loan.
A clause that gives investors the right to maintain their percentage ownership in a company by buying
additional, proportional shares in the company in future financing rounds. In the event of a “down-round”
the conversion price of the preferred share class will be adjusted downwards to the level of the new valuation; as a result, shareholders who invested at a higher valuation will receive additional shares to maintain their ownership stake in the start-up.
A mandatory agreement entered into between the company and its shareholders and filed with a government institution post-closing. An AOA typically includes a limited amount of information that the company and its shareholders are required to disclose. Also referred to as the articles of incorporation, certificate of incorporation, and other names in different jurisdictions.
A metric to determine the total equity base by assuming that all preferred shares have been converted into common shares based on a prespecified conversion ratio.
A sales process involving multiple competing parties to maximize the price for the seller.
Process of applying an allocation or trading strategy to historical data to gauge the effect on portfolio or investment performance.
Legal status in which an insolvent company (which cannot fully repay its debt) is declared bankrupt, typically by court order.
Scenario based on the company’s expected/most likely operating performance.
The legal entity that executes the acquisition of a target company.
A fund in which investors don’t know which assets will be acquired or have any influence over investment decision-making.
Financial penalties imposed on the party terminating an agreement, referred to as break-up or break fees in the case of termination by the seller and reverse break-up fees in the case of termination by the buyer.
A short-term loan that bridges funding until the arrangement of long-term financing.
A single, lump sum repayment of the entire principal of a loan and accrued interest at the end of its term.
Rate at which a new company spends its (venture) capital before reaching positive operational cash flow. It is typically measured in $/month.
A document describing a company’s strategic vision, key value drivers and forward-looking risks and opportunities with a multi-year financial forecast.
Acquisition of a controlling equity stake in a company. If initiated by the firm’s incumbent management it’s called a management buyout, if driven by an external management a management buy-in and if by the PE firm then an institutional buyout. Buyouts that use significant amounts of debt are called leveraged buyouts (LBOs). Transactions in which a PE fund sells a company to another PE fund are called secondary buyouts.
Drawdowns of limited partner (LP) commitments over the investment period of a fund. “Capital calls” fund investments and pay for a fund’s fees and expenses.
The way a company finances its assets and operations by using different sources of funds such as equity, debt or hybrid securities.
Acquisition of a corporate division, business unit or subsidiary and conversion into a standalone company.
Proportion of profits converted into cash flow (typically operating cash flow/operating profit).
Requirement that any excess cash be used to repay a loan facility before dividend payments are made to shareholders.
A closed-end fund issues a fixed number of shares (and is not open to new investors). In the context of PE, funds have a finite lifespan (term) with no redemption prior to the expiration of the fund.
Clauses in the sale and purchase agreement (SPA) that define the manner in which the final purchase price is established.
Investing side by side with a PE fund directly in an operating company.
Co-investment funds are vehicles set up by the GP to invest alongside the primary and parallel funds for a portion of a single investment. The co-investment is typically provided by one or more of a fund’s LPs at lower (or no) fee and carried interest terms; at times the funds may be drawn from an external party.
Active co-investing. In active co-investing the LP is invited early on to join forces with a PE fund and shares in the work, cost and risk of a not yet completed transaction.
Security backed by a pool of loans. Sold on to investors in various tranches with different interest rates reflecting their different riskiness.
Common equity is the most junior instrument in a company’s capital structure and provides a residual claim on cash flows and company assets after claims of all other capital providers are satisfied.
A pricing mechanism that adjusts the preliminary purchase price based on the difference between a company’s net debt and target working capital at signing and the actual balance sheet values at closing.
Specific events or states of affairs that must be satisfied or waived for a transaction to proceed.
The right of preferred shareholders to convert their preferred shares to common shares; the conversion rate—at the outset usually 1:1 of preferred to common—is clearly defined.
A type of debt instrument that can be converted into equity or cash.
Financial covenants are a promise by the borrowing company that certain activities will (affirmative covenants) or will not (negative covenants) be undertaken. They protect lenders from borrowers defaulting on their obligations. Some covenants are checked on a regular basis (maintenance covenants) while others are only tested upon the occurrence of a specific event (incurrence covenants).
A database (physical or virtual) established by a target company and its advisors that contains all material documentation for due diligence.
Investment opportunities available to a PE firm. If sourced by a PE firm directly it’s called “proprietary” deal flow, if through an advisor (e.g., banks, accountants) then “intermediated” deal flow.
In a deal-by-deal fund structure, a dedicated vehicle will be created for the purposes of making an investment in a single target opportunity.
An assessment on the amount of debt a company can service and pay back over a certain period.
An agreement in which a lender sets out the terms on which it is prepared to lend money to the borrower. In an LBO, this letter is typically addressed to a buyout fund’s acquisition vehicle by the lead arranger of an LBO’s debt financing. Securing a debt commitment letter is often required before a seller will sign an SPA to provide funding certainty for the seller.
The seller receives all cash and pays off all debt of the target at the time of sale.
A measure of a company’s debt relative to a key metric, typically earnings before interest, tax, depreciation and amortization (EBITDA) (debt/EBITDA).
To transfer the debt of a “BidCo” to the target company. By executing a debt push-down, senior lenders have a direct claim on target company assets and eliminate the structural subordination of senior lenders to trade creditors.
Payment of interest and agreed mandatory repayments of debt over a certain time period.
Investing directly into private companies instead of through a fund.
Acquiring stakes in the debt obligations of distressed companies to generate returns through the appreciation of the debt or an eventual restructuring of the target company.
The order of priority and timing of distributions made to a fund’s LPs and its GP. See also European-style Waterfall and American-style Waterfall.
Capital returned to LPs plus LPs’ share of profits.
Repayment of a portion or all of a fund’s invested capital via a special dividend funded by either releveraging the portfolio company’s balance sheet through the issuance of debt securities (leveraged recap) or from cash on hand in the company (non-leveraged recap).
A round of funding raised at a lower valuation than the previous financing round.
A drag-along provision provides the majority shareholder with the right to force minority shareholders to sell their shares in a third-party transaction at equal terms.
A fund’s uninvested committed capital. Also used to describe the PE industry’s total uninvested capital.
Represents an agreement to pay a portion of the purchase price at a later date based on the performance of the business.
Enterprise value expressed as a multiple of EBITDA.
Non-generally accepted accounting principles (non-GAAP) performance measure used by several listed PE firms adjusting regular net income for income taxes, non-cash charges related to vesting of equity-based compensation and amortization of intangible assets.
An ESOP sets aside a percentage of shares in a company to non-founder/owner employees in the form of stock options to attract, reward and retain talent.
A company’s total value—calculated as the equity value plus net debt.
Actively and systematically manage environmental, social and governance factors by establishing structured ESG programs with ESG policies and procedures being put in place.
An agreement addressed by a PE fund in an LBO to its acquisition vehicle, which provides a limited guarantee for the equity financing detailed in an SPA. Securing these letters is often required for the PE fund to enter into an SPA and to satisfy buyer financing reps and warranties. In some instances, the PE firm may directly provide a limited guarantee on the equity component of the transaction.
Also known as all capital first waterfall: a GP is entitled to carried interest only after all capital contributed by investors over a fund’s life has been returned and any capital required to satisfy a hurdle rate or preferred return has been distributed.
Wealth management advisory firms that manage the portfolios of high-net worth individuals or families. Usually run by professional managers.
Feeder funds aggregate commitments from one or more investors and invest directly into the primary fund as an LP.
Highest standard of care between a fiduciary and beneficiary.
Situation when a company cannot meet or has difficulty meeting its financial obligations.
PE firms raise capital for a fund by securing capital commitments from investors through a series of fund
closings. The first closing is when an initial threshold of capital commitments has been reached and the fund can begin deploying capital.
Typically, senior secured loans with first priority on payment.
Proportion of shares of a listed company that is traded in the stock market.
A fund’s GP is wholly responsible for all aspects related to managing a fund and has a fiduciary duty to act solely in the interest of the fund’s investors. A GP will issue capital calls to LPs and make all investment and divestment decisions for the fund in line with the mandate set out in the limited partnership agreement (LPA).
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Also known as high-yield bonds, they are bonds rated below investment grade. They offer higher interest rates than investment-grade bonds to compensate for the additional risk and low ranking in the capital structure.
The preferred return to investors before a carried interest is permitted. The hurdle rate, frequently set at 8%, will be negotiated during fundraising.
Investing in companies with the aim of achieving a social return component in addition to a financial return target.
Contractual obligation by one party to compensate the other party from losses incurred following a breach of contract, removing the uncertainty of pursuing a legal claim in court or arbitration.
Typically, the first formal document shared by a target that provides an up-to-date overview of its business and the investment opportunity.
Distributions to LPs made in the form of marketable securities, typically listed shares of portfolio companies after an initial public offering (IPO).
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EBITDA/interest expense. Measures a company’s ability to pay interest on its outstanding debt.
An IC makes the binding investment and divestment decisions for the fund under delegated authority from the GP.
An investment manager conducts the day-to-day activities of a PE fund; it evaluates potential investment
opportunities, provides advisory services to the fund’s portfolio companies, and manages the fund’s audit and reporting processes.
The time period during which a fund can draw down LP commitments to make investments. It typically lasts for three to five years from the date of the fund’s first closing.
Internal rate of return—a widely used measure of the return earned by investors from an individual investment, fund or portfolio of funds. It represents the discount rate that renders the net present value of a series of cash flows zero.
A J-curve in PE represents an LP’s cumulative net cash position in a fund over time. The curve starts with an increasingly negative net cash position as capital is drawn down during the investment periods before reversing direction as LPs start receiving distributions from a maturing portfolio.
A bid in the second round of an auction that is substantially higher above perceived bids of the first round in an attempt to lock up the deal.
An LOI functions as a bidding document and sets out key economic (e.g., bid price) and procedural terms that form he basis for further negotiations in an acquisition process. These provisions are non-binding and seen as a “good faith” representation of a bidder’s intent. PE firms and sellers use LOIs to ensure that there is general alignment on key terms before incurring the expense of in-depth due diligence and negotiating a definitive sale and purchase agreement.
The use of various debt instruments to increase the equity return of an investment. Also the amount of debt used in an LBO.
A loan issued by one or a group of banks. In an LBO, bank(s) often sell it on (syndicate) to other banks or investors.
Investors. LPs participate in PE funds as passive investors with no involvement in the fund’s day-to-day operations, with an individual LP’s liability limited to the capital committed to the fund. LPs legally commit to provide capital for investment when it is drawn down (or “called”) by the PE fund and they receive distributions of invested capital—and a share of profits—upon successful exits of the underlying assets in the fund.
A fund’s LPA sets out the general terms and conditions applicable to all participants in a fund, in particular a fund’s GP and LPs. It covers, among other things, their rights and responsibilities related to fundraising, capital calls and distributions, expenses and profit sharing, fund governance and reporting, and fund termination.
Refers to the priority claim that preferred shareholders hold on the proceeds (dividends or exit including bankruptcy). These shareholders receive their investment back first (and in the case of multiple liquidation preference, several times) before other shareholders participate.
Publicly traded PE funds—also referred to as evergreen funds. Investing in an LF provides retail investors with returns through both share price appreciation and dividends.
Publicly traded PE firms. Shareholders of an LGP participate in all revenues generated by the firm, including carried interest and fees.
A fixed-price mechanism that fixes net debt and working capital values at a specific date (known as the locked-box date) before the signing of the SPA.
Time period in which a large shareholder cannot divest shares following an IPO, commonly lasting three to 12 months.
Control of more than 50% of a company’s voting rights (typically linked to the economic interest in the company). The majority shareholder controls the board of directors and hence can dictate strategic and operational decision-making.
A fee charged by a PE fund’s investment manager to cover day-to-day expenses of the fund, including salaries, office rent and costs related to deal sourcing and monitoring portfolio investments. It typically ranges from 1 to 2.5% depending on the size and strategy of the fund and the bargaining power of the PE firm during fundraising.
Reduction of a fund’s management fee by a percentage of the fees collected from a fund’s portfolio companies.
A legal provision that provides a buyer with the right to terminate an acquisition contract in case of an event that substantially impairs the value of the acquisition target. In an SPA, the specific definition of what constitutes a MAC at the target company varies from transaction to transaction and is formalized in the definitions of the agreement.
A form of junior unsecured debt or preferred equity raised in the private institutional market. Mezzanine loans may provide additional upside by including an “equity kicker” through a convertible debt feature or attached warrants.
A shareholding of less than 50% of a company’s equity, which is not a controlling stake.
Rights and safeguards to mitigate the risks associated with a minority shareholding. These rights will enable the minority shareholders to monitor their investee firms, influence the proceedings, and pre-empt or mitigate potential conflicts of interest with the majority shareholder.
An increase in the valuation multiple.
Also known as the investment multiple, it is the ratio of the realized and unrealized fund/equity value divided by the capital invested in the fund/company.
Screening out investments that fall outside the “Do no harm” investment mandate. The investment mandate may mean avoiding controversial sectors, such as tobacco, gambling, fossil fuel production or defense technology.
Value of a fund’s assets minus liabilities.
Net debt is arrived at by subtracting the value of a company’s liabilities from the value of its liquid assets. The main components of net debt are interest-bearing bank borrowings and cash. Which additional elements of debtlike liabilities and cash equivalents will be included in net debt is often the subject of intense negotiation.
Net invested capital consists of contributed capital, minus capital returned from exits and any write-downs of investment value.
A legal agreement, also known as a confidentiality agreement, that restricts access for third parties to information that parties share. NDAs can be structured to protect a one-way or a mutual flow of information.
In an open-ended (evergreen) fund structure, funds can be raised at any time during the life of the fund and the fund has an indefinite term.
Investment vehicles through which investors make “soft commitments” to the fund prior to its investments being identified. Investors are given the right to “opt in” to (or “opt out” of) each investment opportunity that the manager of the fund presents.
PIK interest refers to interest on an instrument paid with additional amounts of that instrument instead of cash, i.e., PIK interest is rolled up and added to the principal amount of the loan.
Funds set up to accommodate the special legal, tax, regulatory, accounting or other needs of an individual or group of LPs participating in a fund offering. These vehicles invest and divest side by side with the primary fund.
The divestment of part of a PE fund’s holdings in a portfolio company.
A company that a PE fund invests in. A PE fund will invest in a limited number of companies that represent its portfolio of companies. These companies are also referred to as investee companies or, pre-investment, as target companies.
Value of a company after injection of new capital, i.e., invested capital plus “pre-money” valuation.
A senior form of equity that provides shareholders with certain preferential rights relative to common equity shareholders.
Valuation of a company before the injection of new capital.
Ratio of price-to-earnings divided by the expected future earnings growth rate of the company.
Non-bank lending from institutional investors (e.g., funds and insurance companies). Includes direct lending, mezzanine, venture debt and distressed debt.
Private placement of shares of a publicly listed company to selected investors.
Transfer of a business from public to private ownership, i.e., acquisition of a state-owned company.
The acquisition of a publicly listed company and subsequent delisting. Also referred to as “going private” and “take private.”
Tangible, physical assets that include infrastructure, real estate and natural resources.
A valuation technique that specifically takes flexibility of corporate decisions into account. Mostly used for capital budgeting decisions.
Withdrawal; return of an investor’s capital.
Redemption rights provide the holder of an equity stake the right (a put) to sell the equity stake back to the company.
Statements of fact and promises that underpin specific elements of the transaction set out in an agreement. Reps and warranties are principally used to offer protection to a buyer in case a vendor’s statements of fact regarding the target business prove to be false, to allocate a portion of performance risk at the target company to the seller and to provide an opportunity for a buyer to gain additional information on the target.
Measures the return an investment generates for capital contributors, i.e., debt and equity holders.
Measures amount of return on an investment relative to the investment cost, often expressed as a percentage and calculated as net profit/cost of investment.
A line of bank credit predominantly used to fund a target’s working capital needs.
A contract entered into between a buyer and a seller that governs the terms and conditions of the envisioned transaction and the acquisition process.
Investment vehicle through which investors finance an entrepreneur’s efforts to locate, acquire and manage a company.
Second lien term loans are used as a bridge between first lien term loans and junior unsecured debt. They are secured against the same collateral as first lien loans but are only entitled to claims on it after the first lien debtholders are paid in full.
Sale and purchase of interests in a PE fund (limited partnership secondaries) or sale and purchase of equity stakes in PE-backed companies (direct secondaries).
Collateral or assets that a loan/debt is secured by.
Order (priority) of repayment in the event of a sale or bankruptcy of the issuer.
An agreement between investors and a company specifying the purchase price for a certain amount of
new shares in the company. It expands on the provisions of the term sheets and adds representations and warranties from each party.
The most junior form of debt provided by shareholders. Shareholder loans typically roll up interest, which is repaid together with the principal on exit or in the case of a refinancing.
A private agreement that defines the relationship among shareholders and between shareholders and the portfolio company. An SHA is more flexible than an AOA and can include nearly any provision; as a private document, it often includes more sensitive agreements among shareholders.
The various classes of shares that a company has issued and their rights.
State-owned investment funds.
A legal entity set up for a special purpose and to isolate financial risk.
Terms in an agreement that restrict the seller from engaging with other potential buyers over a specified period of time to protect the interests of the winning bidder, who is going to incur substantial transaction cost (primarily in connection with finalizing legal documents) during the final phase of the process.
A sale of an LP interest combined with a commitment to invest in a GP’s next fund.
PE firms will try to raise a new (successor) fund as soon as permitted by its current fund’s LPA, typically after a significant portion of the current fund (e.g., 75%) has been invested, resulting in a new fund about every three to four years.
Equity (or options) issued to management at a discount to incentivize and align interests of management with shareholders.
A tag-along provision provides minority shareholders with the right to sell their shares in conjunction with the majority shareholder in a third-party transaction.
Acquiring majority equity stakes in mature companies under considerable operational duress with the aim of affecting change in the company to restore profitability.
An expression of the market value of a company relative to a key statistic driving that value.
Debt provided by a target’s sellers, essentially rolling a portion of seller proceeds back into the target company. Vendor debt is typically unsecured and subordinated to junior and senior debt, but senior to shareholder loans and equity.
Venture investments with philanthropic goals.
Defined timeline for the process in which employees accrue rights to share incentives (i.e., options or shares).
The year in which a fund has its first closing and can start investing.
Statistical measure of dispersion of returns. A measure of risk.
Options to purchase a company’s shares at a predetermined price, often when certain trigger events occur (such as a change of control, a sale or an IPO).