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Mergers & Acquisitions (M&A) Key Terms

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Enterprise Value (EV)

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A measure of a company's total value, often used as a more comprehensive alternative to equity market capitalization. In M&A, EV includes in its calculation the market capitalization, debt, minority interest, preferred shares, and excludes cash and cash equivalents.

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Leveraged Buyout (LBO)

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The acquisition of another company using a significant amount of borrowed money (bonds or loans) to meet the cost of acquisition. In M&A, LBOs are often used to take a company private.

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Vertical Integration

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The combination of two or more companies that operate at different levels within an industry’s supply chain. In M&A, vertical integration can give a company control over its value chain.

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White Knight

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A friendly investor or company that acquires a corporation on the verge of being taken over by forces deemed undesirable by the company's management. In M&A, a white knight can help prevent a hostile takeover.

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Pac-Man Defense

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A defensive tactic by a target company in which they turn around and try to acquire the company that has initiated the takeover. In M&A, this can deter the original aggressor.

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Earnout

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A financing arrangement wherein the sellers of a business are entitled to future earnings based on the business's performance following an acquisition. In M&A, earnouts provide a way to bridge valuation gaps.

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Dilution

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The reduction in existing shareholders' ownership percentage of a company as a result of new shares being issued, often pertaining to merger or acquisition deals. In M&A, dilution indicates the transaction may be disadvantageous to the current shareholders.

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Merger of Equals

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A merger between two companies of approximately the same size. In M&A, this type of merger is aimed at creating synergy and efficiencies while sharing control and benefits.

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Synergy

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The potential financial benefit achieved through the combining of companies. In M&A, synergy may result in cost savings or enhanced revenues.

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Accretion

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An increase in the value of an asset or a company's earnings per share (EPS) following a merger or acquisition. In M&A, accretion indicates the transaction is financially beneficial to the acquiring company's shareholders.

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Due Diligence

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A comprehensive appraisal of a business undertaken by a prospective buyer, particularly to establish its assets and liabilities and evaluate its commercial potential. In M&A, due diligence helps in assessing the risks and benefits.

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Golden Parachute

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Large financial compensation or benefits guaranteed to a company executive if they are forced out of a company as a result of a merger or takeover. In M&A, it can be a component in executive contracts.

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Poison Pill

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A defense strategy used by a target company to prevent or discourage a hostile takeover attempt. In M&A, poison pills can make the company less attractive to the acquirer.

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Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)

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A measure of a company's overall financial performance and is used as an alternative to simple earnings or net income. In terms of M&A, EBITDA is often used to compare companies and valuation multiples.

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Horizontal Integration

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The process of acquiring or merging with industry competitors to achieve competitive advantages, such as economies of scale or scope. In M&A, horizontal integration is used to expand market share or product offerings.

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Conglomerate Merger

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A merger between companies that operate in different industries. In M&A, conglomerate mergers are executed to diversify business operations and reduce risk.

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Bear Hug

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An offer to buy the shares of a company for a much greater price than what those shares are worth. Its relevance in M&A lies in its use as a strategy to compel the target company's board to consider the takeover.

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Management Buyout (MBO)

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A form of acquisition where a company's management team purchases the assets and operations of the business they manage. In M&A, an MBO can give management greater freedom in running the business.

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Hostile Takeover

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A type of acquisition in which the target company does not want to be purchased. It is significant in M&A as it can affect the price and the methods used to acquire the company.

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Friendly Takeover

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An acquisition in which the target company's management and board of directors agree to the takeover. In M&A, it generally involves a more collaborative approach and smoother integration.

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